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AGREEMENT
THIS AGREEMENT ("Agreement") is made and effective as of the 29th day of
June, 2000 by and between E-PAWN.COM, INC., a publicly traded Nevada
corporation having its office at Merrill Lynch Tower, 2855 University Drive,
Suite 200, Coral Springs, Florida 33065 (hereinafter "E-PAWN" or the
"Company") and SWISS ARCTIC TRADERS, LTD., a Company established under the
Laws of the Turks & Caicos and having a registered address at Gretton House,
Duke Street, GRAND TURK in the Turks and Caicos, hereinafter "SWISS ARCTIC").
W I T N E S S E T H
WHEREAS: E-PAWN is a publicly traded corporation trading on the NASDAQ
Bulletin Board under the trading symbol "EPWN"; and
WHEREAS: SWISS ARCTIC is the owner and holder of 50,000,000 shares of
the Class "A" Preferred Shares of stock of E-PAWN, said shares having been
validly issued to SWISS ARCTIC pursuant to an acquisition agreement to vend
certain assets into E-PAWN in exchange for the issuance of said shares; and
WHEREAS: SWISS ARCTIC is a corporation, which Anne M.E. Greyling is the
sole registered and beneficial owner of 100% of the stock, however 20% of
SWISS ARCTIC stock has been transferred a pledge to Worldwide Web Design, Inc
a Florida Company to secure and debt due to Worldwide Web Design, Inc, Anne
Greyling is a British citizen, residing in the United Kingdom and is the wife
of Leslie S. Greyling; and
WHEREAS: Certain criminal charges have been brought against Leslie S.
Greyling alleging, among other things, that he was an undisclosed principal
and control person of E-PAWN, a charge that Leslie S. Greyling disputes; and
WHEREAS: The criminal charges brought against Leslie S. Greyling and
others have had a material and deleterious effect on E-PAWN, its shareholders
and its ability to function, raise capital and effectuate its business plan;
and
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WHEREAS: The parties wish to remove the taint to E-PAWN caused by the
subject indictments and to send a strong message to both the investing
public, E-PAWN shareholders and all regulatory authorities that Leslie S.
Greyling is not now in control of E-PAWN and has never been in control of
E-PAWN, the parties undertake to perform the transactions set forth in the
body of this Agreement.
IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS OF THE PARTIES AND OTHER
GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS
ACKNOWLEDGED BY AND BETWEEN THE PARTIES, THE PARTIES HERETO WISHING TO BECOME
LEGALLY BOUND UNTO EACH OTHER HEREBY AGREE AS FOLLOWS:
1. The foregoing recitations are incorporated into the body of this
Agreement as though fully set forth herein.
2. SWISS ARCTIC hereby agrees to sell to E-PAWN and E-PAWN hereby agrees
to purchase from SWISS ARCTIC fifty million (50,000,000) fully paid,
non-assessable restricted voting shares of Class "A" Preferred stock
of the Company (the "Shares") currently registered in the name of
Asset Investment Management 1984 S.A. ("AIM"), which shares are owned
by SWISS ARCTIC and are currently in the process of being reissued in
SWISS ARCTIC'S name, inasmuch as AIM and SWISS ARCTIC mutually
terminated their earlier agreement that was the basis for these shares
being registered in AIM's name on March 30, 2000, with a legend on
certificate evidencing these shares referencing the said agreement
between AIM and SWISS ARCTIC.
3. The purchase price ("Purchase Price") that E-PAWN agrees to pay to
SWISS ARCTIC for the purchase of the Shares is One Million United
States Dollars ($1,000,000) to be paid by E-PAWN in the form of a
promissory note ("Note") for One Million United States Dollars
($1,000,000). The Note shall be in form and content attached hereto as
Exhibit "A" and made a part hereof by reference and contain the
following substantive terms:
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(A) Amount of Note ---- $1,000,000.
(B) Interest Rate ---- 10% per annum payable monthly in arrears.
(C) Maturity ---- 5 years.
(D) Payment terms ---- Interest shall accrue for the first four
months, and then be payable in monthly installments, commencing
at the end of the fourth month with a payment of $33,333.33 in
120 days and thereafter $8,333.33 each month for 56 months, or
until the principal amount of the Note is paid in full, on or
before the end of the fifth year, whichever is earlier.
(E) Security for Note --- A Pledge of the 50,000,000 shares of E-PAWN
Class "A" Preferred Stock.
(F) No prepayment penalty.
4. The parties agree that E-PAWN shall pay the Note to SWISS ARCTIC in
full in a timely manner, with no right of set-off or other credit of
any kind or nature whatsoever that may arise between the parties
concerning this or any other transaction or matter.
5. SWISS ARCTIC will deliver the Shares as soon as possible upon closing
of this transaction to Western States Transfer and Registrar, Inc.
("Western States"), the transfer agent for E-PAWN, located in Salt
Lake City, Utah, with instructions to Western States to transfer the
Shares into the name of E-PAWN and to hold the Shares in escrow as
security for the Note, which is to be delivered by E-PAWN to SWISS
ARCTIC at the closing. Upon the timely payment of the Principal and
Interest due on the Note in full, Western States is hereby directed to
deliver the Shares from escrow to E-PAWN.
6. In the event of any default on the Note, the parties hereto agree that
Western States is hereby directed to transfer the Shares back into the
name of SWISS ARCTIC and
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redeliver the shares to SWISS ARCTIC. Thereupon, the Shares shall be
released from the escrow to SWISS ARCTIC and this Agreement shall
then be deemed null and void. During the period of time that the
Shares are held in escrow by Western States and no event of default
has occurred under the Note, SWISS ARCTIC hereby agrees that the
Company shall have the right to vote the said Shares. E-PAWN and
SWISS ARCTIC shall enter into a Security Agreement in form and
content attached hereto as Exhibit "B" and made a part hereof by
reference, which shall govern the terms and conditions of the
security interest in and to the Shares for the benefit of SWISS
ARCTIC.
7. Closing of the subject transaction shall occur upon the execution of
this Agreement by all parties and the delivery of the Note to SWISS
ARCTIC ("Closing"). The Closing date shall be on June 29, 2000 (the
"Closing Date"), at a place and time mutually agreed upon between the
parties. At the Closing, E-PAWN shall deliver the Note to SWISS ARCTIC
and as soon as practicable thereafter SWISS ARCTIC shall deliver the
Shares to Western States. No further action shall be required to
complete the Closing between the parties.
8. E-PAWN agrees, immediately following the closing to file any and all
required notifications (including, but not limited to a Form 8-K) with
the United States Securities and Exchange Commission reflecting the
consummation of the transaction set forth in this Agreement and to
issue a press release to notify the public, including the E-PAWN
shareholders, of the consummation of this transaction.
9. This Agreement constitutes the entire agreement between the parties
and may not be changed or amended orally.
10. Jurisdiction and venue for purposes of enforcing the terms of this
Agreement shall vest with the courts of competent jurisdiction in
Nevada.
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11. This Agreement may be executed and closed by facsimile signatures,
provided that hard copy originals and a hard copy of the Note and
stock certificate representing the Shares are delivered immediately
following the Closing via Federal Express urgent delivery service to
the respective recipients.
12. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective assigns, trustees, fiduciaries,
shareholders or any parties in privity with the parties.
13. By execution of this Agreement, Western States hereby agrees to act as
Escrow Agent and to be bound by the terms and conditions as contained
in this Agreement, and to hold the Shares as security, pursuant to the
terms of the Security Agreement, for SWISS ARCTIC until and unless the
Note has been paid in full in a timely manner. A copy of this
Agreement and of the Security Agreement shall also be attached to the
Note, which evidences the Purchase Price required under the terms of
this Agreement and such attachments shall become a binding part of the
Note.
14. SWISS ARCTIC shall have the right to sell, transfer, hypothecate
and/or assign the Note and related Security Agreement, which it is
receiving under the terms of this Agreement at any time and without
any permission required from E-PAWN or other party.
IN WITNESS WHEREOF the parties hereto have set their hands and seals as
of the day and year first above written.
E-PAWN.COM, INC.
BY: /S/ RAYMOND E. WINTER
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RAYMOND E. WINTER, PRESIDENT
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SWISS ARCTIC TRADERS, LTD.
BY: /s/ ANNE M.E. GREYLING
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ANNE M. E. GREYLING, PRESIDENT
The undersigned hereby agrees to serve as Escrow Agent and hold the
Shares and to be bound by the terms and conditions as stated in this
Agreement, Note, and Security Agreement.
WESTERN STATES TRANSFER AND REGISTRAR, INC.
BY: /s/ RICHARD L. PARKER
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RICHARD L. PARKER, PRESIDENT
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