<PAGE> 1
CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 1996
DEV-TECH CORPORATION, INC.
d/b/a Florida Growth Capital, Inc.
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(Exact name of registrant as specified in its charter)
Florida 0-18600 59-2565967
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State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
1615 Forum Place, Suite 1B, West Palm Beach, Florida 33401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: 407-684-6100
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(Former name, former address and former fiscal year, if changed since last
report.)
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ITEMS 1 AND 2. CHANGES IN CONTROL OF REGISTRANT AND ACQUISITION OR
DISPOSITION OF ASSETS.
Exercise of Euronote Option.
On November 29, 1995, Dev-Tech Corporation, Inc. d/b/a Florida Growth
Capital, Inc. (the "Company") exercised its option granted pursuant to a
Capital Stock Purchase Agreement, dated February 24, 1995, by and among the
Company, Euronote International Management Limited ("Euronote") and DT
Partners, Ltd. ("DT Partners"). Upon exercise of the option, the Company
redeemed 1,354,360 shares of its common stock that had been previously acquired
from the Company by Euronote. The Company also received Euronote's rights to
receive from the Company 200 shares of the Company's Series A Non-Voting
Participating Preferred Stock of which Euronote was the beneficial owner. As
consideration for the transfer of the shares by Euronote to the Company, the
Company transferred (1) its limited partnership interest in Trade Center of
Naples, Ltd. ("Trade Center") together with a Promissory Note from Trade Center
to the Company in the amount of $100,000; (2) its interests in certain property
located in Jackson Hole, Wyoming, including Lots 11-20 of Trails End; Tract A
and a portion of Tract B of the Redtop Meadows Subdivision; and all of the
Company's interest in a promissory note (the "Interesorts Note") payable to
Interesorts Investments, N.A. ("Interesorts") by Wild West Associates Limited
Partnership ("Wild West") and the real property securing the Interesorts Note,
subject to any liens, judgments or encumbrances on such real property; and (3)
1,400,000 shares of the Company's Series A Convertible Preferred Stock, which
are convertible into 1,750,000 shares of the Company's common stock and have a
liquidation preference of $1,400,000. The convertible preferred stock also
allows Euronote to put the preferred stock to the Company on or before February
24, 2000 unless the Company has equity in excess of $8,000,000.
Spin Off and Stock Redemption Agreement
Pursuant to the terms of the Capital Stock Purchase Agreement
referenced above, DT Partners acquired 7,475,000 shares of the Company's common
capital stock, (the "DT Partners Shares") in exchange for a promissory note in
the face amount of $3,100,000 ("DT Partners Note"). Effective February 29,
1996, in a transaction unrelated to the exercise of the Euronote Option, the
Company redeemed the DT Partners Shares and cancelled the DT Partners Note by
executing a Spin-Off and Stock Redemption Agreement (the "Agreement") with DT
Partners. Under the Agreement, DT Partners transferred the DT Partners Shares
to the Company in exchange for the DT Partners Note and 19,000,000 shares of
the common capital stock of DT Holdings Corp. ("DT Holdings"), a newly formed
subsidiary of the Company.
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The Company also transferred the following assets to DT Holdings:
(a) all of the outstanding shares of the common stock owned by the
Company in the following entities: F.G.C. Pelican, Inc.;
Sunset Villas, Inc.; and F.G.C Realty, Inc.
(b) a limited partnership interest owned by the Company in Sunset
Villas Partners, Ltd.
(c) notes receivable from Floriland Mall, Inc., AmeriMall
Development, Inc. and Center Mall, Inc. to the Company in the
principal amount of $353,283.
(d) the Company's non-recourse promissory note in the original
principal amount of $541,984, bearing interest at an annual
rate of 15% (the "Note"). Interest on $250,000 of the
principal amount of the note is due and payable on a monthly
basis beginning April 1, 1996. The balance of the interest
shall accrue and the accrued interest and the principal shall
be due on June 30, 1997. The Note is secured by the Company's
partnership interest in Bailey's Corner East Associated Joint
Venture (Bailey's Corner) owned by F.G.F. Fort Myers, Inc.
(F.G.F. Fort Myers). Furthermore F.G.F. Fort Myers' interest
in Bailey's Corner has been pledged to Guenther Roth and the
security interest to be received by DT Partners will be
subordinated to the prior encumbrance.
The liabilities transferred to DT Holdings consist of the following:
(a) a note payable to Bayview Offices, Inc. in the aggregate
amount of $79,686.
(b) a note payable to Jupiter Marine, Inc. in the aggregate amount
of $239,035.
(c) a note payable to Sunset Villas, Inc. in the aggregate amount
of $301,682.
(d) a note payable to Gerald H. Gould in the amount of $66,547.
Simultaneously with the execution of the Agreement, Lee Heaton,
William L. Klohn and Gerald H. Gould resigned as directors of the Company. In
addition, Mr. Klohn and Mr. Gould agreed to the cancellation of their
respective stock options.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
<TABLE>
<CAPTION>
Number Assigned to
Exhibit in Item 601
Exhibit of Regulation S-K Description
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<S> <C> <C>
99.10 (10) Spin-Off and Stock Redemption Agreement by and among DT
Partners, Ltd and the Company (Filed without exhibits)
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 24, 1996
DEV-TECH CORPORATION
D/B/A FLORIDA GROWTH CAPITAL, INC.
By: /s/ Howard B. Koslow
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Howard B. Koslow
Executive Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 24, 1996
DEV-TECH CORPORATION
D/B/A FLORIDA GROWTH CAPITAL, INC.
By: /s/ Howard B. Koslow
--------------------------------
Howard B. Koslow,
Executive Vice President
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EXHIBIT 99.10
SPIN OFF AND STOCK REDEMPTION AGREEMENT
Spin-off and Stock redemption agreement (the "AGREEMENT")(1), effective
February 29, 1996, by and between Dev-Tech Corporation d/b/a Florida Growth
Capital, Inc., a Florida corporation having its principal place of business at
1615 Forum Place, Suite 1B, West Palm Beach, Florida 33401 ("Florida Growth")
and DT Partners, Ltd., a Florida limited partnership having its principal place
of business at 1555 Palm Beach Lakes Blvd., Suite 914, West Palm Beach Florida
33401 ("DT Partners").
BACKGROUND INFORMATION
DT Partners owns and/or has the right to acquire, 7,475,000 shares of
the common capital stock, $.30 par value per share, of Florida Growth (the "DT
Partners Shares"). Florida Growth agreed to issue the DT Partners Shares in
exchange for a promissory note in the face amount of $3,100,000 (the "DT
Partners Note"). Florida Growth wants to redeem the DT Partners Shares and is
willing to acquire the DT Partners Shares by, among other things, cancelling
the DT Partners Note, but only on the terms and conditions set forth below and
only if DT Partners has completed (or completes simultaneously) certain
independent transactions more fully set forth herein. Accordingly, the parties
agree as follows:
OPERATIVE PROVISIONS
ARTICLE 1.
REDEMPTION OF DT PARTNERS SHARES BY FLORIDA GROWTH; SPIN-OFF OF NEWCO.
1.1. Redemption of DT Partners Shares. Florida Growth shall
purchase and redeem the DT Partners Shares (including Florida Growth's waiver
of all of its rights and interests in and to the DT Partners Shares) and DT
Partners shall transfer the DT Partners Shares to Florida Growth in exchange
for the DT Partners Note and 19,000,000 shares (the "NEWCO SHARES") of the
common stock of Newco, Inc. ("NEWCO"). The assets of Newco shall consist of:
(a) all of the outstanding shares of the common stock owned by
Florida Growth in the following entities: F.G.C. Pelican, Inc.; Sunset
Villas, Inc. and F.G.C. Realty, Inc.;
(b) the limited partnership interest owned by Florida Growth in
Sunset Villas Partners, Ltd.;
____________________
(1) For convenience of reference, defined terms are initially set forth
in bold typeface.
<PAGE> 2
(c) the note receivables from Floriland Mall, Inc., Amermall
Development Corp., Southeast Financial Associates, Inc. and Center
Mall, Inc. to Florida Growth in the principal amount of $353,283;
(d) Florida Growth's interest in the option to purchase from
Johnson Enterprises, Ltd., a five acre parcel of land located near
Marco Island, Florida and known as the Goodland Harbor Condominiums;
(e) Florida Growth's interest in the contract between Florida
Growth and The Tides Condominium Project;
(f) the office furniture and equipment owned by Florida Growth and
located in the office of FGC Realty, Inc. in Naples, Florida; the
office furniture and equipment owned by Florida Growth currently
located in the office building owned by Bayview Offices, Inc.,
("Bayview"), excluding, however, twelve desks that are being stored in
such building(2); and the office furniture and equipment set forth on
Schedule 1.1(f) attached hereto;
(g) Florida Growth's nonrecourse promissory note in the original
principal amount of $541,984, bearing interest at an annual rate of
15% (the "Florida Growth Note"). Interest on $250,000 of the
principal amount of the Florida Growth Note shall be due and payable
on a monthly basis beginning April 1, 1996. The balance of the
interest shall accrue and the accrued interest and the principal shall
be due in one lump sum payment on June 30, 1997. The Florida Growth
Note shall be secured by Florida Growth's 50% partnership interest in
Bailey's Corner East Associates Joint Venture ("Bailey's Corner")
owned by F.G.F. Fort Myers, Inc. ("F.G.F. Fort Myers"). The parties
acknowledge that F.G.F. Fort Myers's interest in Bailey's Corner has
been pledged to Guenther Roth and the security interest to be received
by DT Partners will be subordinate to the prior encumbrance. Absolute
assignment of the partnership interest is effective June 30, 1997, if
not paid.
The liabilities of Newco shall consist of the following:
(h) the note payable to Bayview Offices, Inc. in the aggregate
amount of $58,638;
__________________________________
(2) Notwithstanding the above, if the office equipment or
furniture located in the Bayview office building is sold by Newco on or
before December 31, 1996, Newco shall pay one half of the proceeds derived
from such sale to Florida Growth.
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(j) the note payable to Jupiter Marine, Inc. in the aggregate
amount of $217,987;
(k) the note payable to Sunset Villas, Inc. in the aggregate
amount of $201,682;
(l) the liability, if any, to Sunset Villas Partners, Ltd. in the
approximate amount of $100,000;
(m) rent payable to Bayview in the amount of $21,200;
(n) all amounts incurred by Florida Growth or one or more of its
subsidiaries for the office furniture or equipment described in
Section 1.1(f);
(o) the payable owed to Jupiter Marine for expenses of $21,048;
(p) the payable owed to Gerald H. Gould in the amount of $66,547;
(q) the commission, if any, owed to Rick Remirez, and, if the
"Tides" deal is funded, the legal fees owed to Bush Ross Gardner
Warren & Rudy, P.A. ("Bush Ross") that are related to the "Tides" deal
in the approximate amount of $15,000(3); and
(r) the amounts payable to the engineering firm of Wilson, Miller,
Barton & Peek ("Wilson Miller"), regarding the Higgs property in the
approximate amount of $8,400.
1.2. Closing Date. The closing of the transactions contemplated by
this agreement shall take place at the offices of Florida Growth as soon as
practicable after the date this agreement is executed by all parties to this
agreement (the "Closing Date"), or at such other time and location as may be
agreed to by the parties. At the Closing, Florida Growth shall deliver to DT
Partners the DT Partners Note and the Newco Shares and DT Partners shall
deliver to Florida Growth a release acknowledging its irrevocable and absolute
waiver of its right to receive the DT Partners Shares. Each party shall be
responsible for all fees and costs incurred by it or on its behalf in
connection with the negotiation of this agreement and the Closing.
Also, at the Closing, Florida Growth shall deliver to DT Partners the
stock certificates representing the shares of Floriland Mall, Inc. ("Floriland
Mall") and Bayview, which shares were held by Florida Growth as security for
the payment of amounts due under the DT Partners Note. These companies hold
the assets and liabilities of the properties known as the Floriland Mall, the
subsidiaries consist of AmeriMall, Southeast, and CenterMall.
__________________________________
(3) If the Tides deal is not "funded", Florida Growth shall be
responsible for the legal fees owed to Bush Ross related to the "Tides" deal
in the approximate amount of $15,000.
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ARTICLE 2.
ADDITIONAL AGREEMENTS AND COVENANTS
The parties further agree and covenant as follows:
2.1. Cancellation of Stock Options. William L. Klohn and Gerald H.
Gould currently hold options to acquire 750,000 and 500,000 shares,
respectively, of the common stock of Florida Growth. At the closing, DT
Partners shall deliver to Florida Growth, waivers, executed by William L. Klohn
and Gerald H. Gould, wherein such individuals will each acknowledge that the
options that they were issued have not been exercised, transferred or
encumbered, and, further, that each of them agree to the cancellation of their
respective stock options, effective as of the Closing Date.
2.2. Cancellation of Employment and Consulting Agreement. Florida
Growth entered into: (a) an employment agreement with William L. Klohn,
effective April 15, 1995; (b) a consulting agreement with Gerald H. Gould,
effective June 1, 1995; and (c) a consulting agreement with Reel, Inc.
effective June 1, 1995. At the closing, DT Partners shall deliver to Florida
Growth an acknowledgment by each such person that their respective employment
or consulting agreement is cancelled effective as of the Closing Date and that
each such person will release Florida Growth for any amounts payable thereunder
for past or future services.
2.3. Cancellation of Payable to F.G.C. Realty, Inc.: DT Partners
shall procure, for the benefit of Florida Growth, a release, effective on the
Closing Date, releasing Florida Growth for amounts payable to F.G.C. Realty
arising out of the intercompany receivable that existed between Florida Growth
and F.G.C. Realty. Additionally, Florida Growth will, on the Closing Date,
release any claims it has against F.G.C. Realty for commissions that may be
owed to Florida Growth by F.G.C. Realty.
2.4. Releases From Third Parties. DT Partners shall, as a
condition to closing, deliver a general release, in the form attached hereto as
Schedule 2.4, from each of the following persons, releasing Florida Growth for
all amounts that it owes, or may owe for events occurring prior to the Closing
Date to: (a) Gerald H. Gould; (b) Bayview; (c) Jupiter Marine; (d) Sunset
Villas, Inc.; (e) Sunset Villas Partners, Ltd.; (f) Norman Taplin, Trustee; (g)
Beverly Spark; (h) Reed Parker; (i) William L. Klohn; (j) Denise Larson; (k)
Isle of Capri; (l) Lee Heaton; and (m) any other person that is an Affiliate(4)
of DT Partners. Additionally, DT Partners shall use
__________________________________
(4) The term "affiliate" shall mean a person that directly, or
indirectly through one or more intermediaries, controls or is controlled by,
or is under common control with, the person specified. The term "control"
(including the terms "controlling", "controlled by" and "under common control
with") means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract or otherwise.
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its best efforts to obtain a release of F.G.F. Fort Myers' interest in Bailey's
Corner from the pledge of that interest to Guenther Roth.
2.5. Indemnification. Newco and DT Partners shall enter into the
indemnification agreement set forth as Schedule 2.5 attached hereto (the
"Indemnification Agreement") which shall provide, among other matters, that
Newco and DT Partners shall indemnify Florida Growth: (a) for any damages
sustained by Florida Growth arising out of the pledge by F.G.F. Fort Myers of
its interest in Bailey's Corner to Guenther Roth or any other person(5); (b) for
any amounts paid by Florida Growth to Wilson, Miller arising out of the
obligation to Wilson, Miller for work done in connection with the Higgs
property in the approximate amount of $8,400; and (c) for any amounts paid to
satisfy an obligation related to debts incurred in connection with, or lease
payments associated with, the office furniture described in Section 1.1(f)
above.
2.6. Obligation to Vote Shares of F.G.F. Fort Myers, Inc. Until
June 30, 1997, Florida Growth will vote its shares of F.G.F. Fort Myers in such
a manner as to cause George Heaton to be the sole director and officer of
F.G.F. Ft. Myers, Inc. ("F.G.F. Ft. Myers"). F.G.F. Ft. Myers is a partner in
the joint venture known as Bailey's Corner Notwithstanding the foregoing,
F.G.F. Ft. Myers can not, without the prior written consent of Florida Growth,
which consent shall not be unreasonably withheld, enter into an agreement with
an Affiliate. Additionally, George Heaton agrees to cause F.G.F. Fort Myers to
act in a commercially reasonable manner during the time that he is the sole
officer and director of F.G.F. Fort Myers. In that regard, George Heaton shall
cause F.G.F. Ft. Myers and/or Bailey's Corner to provide written notice to
Florida Growth of any anticipated sale or encumbrance of the property owned by
Bailey's Corner and to allow Florida Growth, in the case of a sale, to acquire
the property on the same terms and conditions set forth in the offer that
Bailey's Corner receives from a third party, or, alternatively, in the case
where Bailey's Corner is encumbering the property owned by Bailey's Corner,
allow Florida Growth the ability to loan funds to Bailey's Corner on the same
terms and conditions offered by a third party. The notice that Mr. Heaton
provides to Florida Growth shall be given in such a manner as to afford Florida
Growth a reasonable time to acquire the property in the case of a sale, or
obtain financing, in the case of a loan.
__________________________________
(5) On or prior to the Closing Date, DT Partners shall deliver the
closing documents executed in connection with the loan that was made by
Florida Growth and F.G.C. Pelican, Inc. to Signature Properties, Inc. and/or
its Affiliates ("Signature"). DT Partners shall represent that the Signature
loan documents have not been amended as of the date of their delivery to
Florida Growth. Upon review of such documentation, DT Partners agrees to
modify the Signature documentation, if necessary, to ensure that Florida
Growth will obtain all of the rights of Guenther Roth and/or F.G.C. Pelican,
Inc. vis a vis Signature in the event that Florida Growth's interest in
Bailey's Corner is foreclosed upon by Guenther Roth.
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2.7. Mutual Release and Indemnification. Florida Growth, DT
Partners, George W. Heaton and William L. Klohn(6) shall each execute a mutual
general release, effective as of the Closing Date, wherein Florida Growth and
its Affiliates are released from any obligation that they may have to DT
Partners and Messrs. Heaton and Klohn, other than as expressly set forth
herein, and, conversely, DT Partners and Messrs. Heaton and Klohn and their
Affiliates are released from any obligation that either of them may have to
Florida Growth, other than as expressly set forth herein. Mr. Klohn further
represents that he has not, orally or in writing, obligated Florida Growth for
the liability that Nature Pointe, Inc. owes to Wilson, Miller in the
approximate amount of $86,000.
2.8. Resignation. DT Partners shall obtain and deliver to
Florida Growth the resignations of each of Lee Heaton, Gerald H. Gould and
William L. Klohn, which resignations shall be effective as of the Closing Date.
2.9. Cancellation - La Peninsula. DT Partners shall, on or
before the Closing Date, deliver to Florida Growth an agreement whereby Isle of
Capri Associates, Inc. ("ISLE OF CAPRI") acknowledges the cancellation of the
Sales and Marketing Contract, dated January 1, 1995, by and between Florida
Growth and Isle of Capri, which shall acknowledge that Florida Growth has no
further liability to Isle of Capri and that Isle of Capri has no further
obligation to Florida Growth or its Affiliates.
2.10. Dividend. Effective as of the Closing Date, Florida Growth
shall deliver 1,000,000 shares of the common stock of Newco, to Bush Ross, in
its capacity as escrow agent, (the "Escrow Agent"), to be held by the Escrow
Agent in accordance with the terms and conditions set forth below. Immediately
after the Closing, Newco shall contact the Securities and Exchange Commission
("SEC") and inquire whether the shares of Newco can be distributed to the
shareholders of Florida Growth, by the declaration of a dividend, payable to
all holders of Florida Growth's common capital stock, without the necessity of
Florida Growth filing a registration statement under either the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the
"Registration Statement"). If the SEC takes the position that a Registration
Statement must be filed by Florida Growth in order to declare such a dividend,
then the parties agree that the dividend contemplated by this Section 2.10
shall not be declared and, in such case, Florida Growth and DT Partners hereby
irrevocably instruct the Escrow Agent to disburse the 1,000,000 shares of Newco
that it will be holding to DT Partners. Alternatively, if the SEC determines
that the shares of Newco can be distributed to the shareholders of Florida
Growth without the necessity of Florida Growth filing a registration statement,
the contemplated dividend will be declared and the Escrow Agent shall deliver
the shares of Newco, at the option of Newco, to the shareholders of record of
Florida Growth as of the Closing Date. All costs and expenses in spinning-off
Newco to the shareholders of
__________________________________
(6) Messrs. Heaton and Klohn shall be parties to this Spin-off and
Stock Redemption Agreement for the purposes of executing the releases set
forth in this Section and Mr. Heaton shall also join in this Agreement for
purposes of Sections 2.5 and 2.12.
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Florida Growth, including but not limited to, legal, accounting and management
time of Florida Growth's officers, shall be borne by DT Partners. It is
believed that the SEC will require Newco to file a registration statement, in
which case, Newco will likely require the assistance of Florida Growth's
management, attorneys and/or accountants. DT Partners agrees to reimburse
Florida Growth for services provided by its employees in connection with the
spin off at the rate of $80.00 per hour for time incurred by Howard Koslow or
Peter Baronoff and $35.00 per hour for time incurred by other administrative
employees of Florida Growth. As expenses associated with the spinoff are
incurred after the Closing Date, DT Partners shall reimburse Florida Growth for
such expenditures on a weekly basis. The failure by DT Partners to timely
reimburse Florida Growth shall relieve Florida Growth of its duty to provide
any further services to DT Partners and/or Newco under this Section 2.10.
2.11. Resignation. Effective as of the Closing Date, George
Heaton shall resign as a director of Sun Capital.
2.12. Waiver of Conflict. It is acknowledged by Florida Growth
and DT Partners that Bush Ross is providing legal representation only to
Florida Growth in connection with the preparation of this Agreement and, it is
understood by Florida Growth, that, at the time this Agreement is being
prepared, Bush Ross represents DT Partners and its Affiliates in unrelated
matters. The parties will, at the Closing, execute the letter attached hereto
as Schedule 2.12, acknowledging and waiving the potential conflict of interest
that may exist.
2.13. Agreements as to Conditions: Each party agrees to use its
best efforts to satisfy each and every of the conditions set forth in Articles
2, 7 and 8, respectively, of this Agreement.
2.14. Brokerage Fee: Each of the parties states that it has not
engaged or authorized any broker or finder to act in a representative capacity
or otherwise in connection with the transactions contemplated by this
Agreement, and each agrees to indemnify and hold harmless the other from and
against any and all claims, losses, liabilities or expenses which may be
asserted against or suffered by either, or by Florida Growth, as a result of
any broker, finder or other person claiming any fee or commission by reason of
services rendered or alleged to have been rendered for or at the instance of a
particular party hereto with respect to the negotiation or execution of this
Agreement or to the delivery of the consideration herein specified.
2.15. Legal Fees Associated with this Agreement: DT Partners shall,
on the Closing Date, pay to Florida Growth 50% of the legal fees and expenses
incurred by Florida Growth in connection with the preparation and closing of
this Agreement, other than expenses associated with the dividend described in
Section 2.10 above, which shall be borne 100% by DT Partners.
2.16. Corporate Names: DT Partners and/or Newco shall cause each of
F.G.C. Pelican, Inc. and F.G.C. Realty, Inc. to change their name as soon as
practicable after the Closing Date to a name that does not use the initials
"F.G.C." or the name "Florida Growth".
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2.17. Bayview Wrap Mortage Note: Florida Growth shall on the
Closing Date transfer to a party to be designated by DT Partners the mortgage
note receivable from Bayview in the approximate face amount of $3,789,000 (the
"Bayview Wrap Mortgage Note"), together with the first and second mortgage
notes payable underlying the Bayview Wrap Mortgage Note.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF FLORIDA GROWTH
Florida Growth represents, warrants and agrees as follows:
3.1. Organization and Standing of Florida Growth: Florida Growth
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Florida and has all requisite corporate power and
authority to own and operate its properties and to carry on its business as now
conducted and as proposed to be conducted. Florida Growth has furnished to DT
Partners complete and correct copies of its Articles of Incorporation and
By-Laws as presently in effect.
3.2. Capitalization: The authorized capital stock of Florida
Growth consists of 2,500,000 shares of common stock, $.30 par value. On the
date hereof, 1,111,332 of those shares are issued and outstanding. Florida
Growth holds no shares of its capital stock in its treasury (any such shares
having been returned to the status of authorized but unissued shares) and, to
the best of Florida Growth's knowledge(7), all outstanding shares of capital
stock have been duly authorized and validly issued and are fully paid and
non-assessable. Except as set forth on Schedule 3.2, there are no outstanding
rights, options, warrants, conversion privileges or agreements of any kind for
the purchase or acquisition from, or the sale or issuance by, Florida Growth of
any shares of its capital stock and no authorization therefor has been given.
3.3. Corporate Power: Florida Growth has the corporate power to
conduct its business and to execute and deliver this Agreement and to perform
its obligations under this Agreement.
3.4. Authorization: When executed and delivered by Florida Growth,
this Agreement and any other agreements referenced herein will constitute the
valid and binding obligations of Florida Growth, enforceable in accordance with
their respective terms.
3.5. Consent: Other than as set forth below, no consent, approval
or authorization of or registration, qualification, designation, declaration or
filing with any governmental authority or private person or entity on the part
of Florida Growth is required in connection with the
__________________________________
(7) The phrase "to the best of Florida Growth's knowledge" as well as
any related phrase, shall mean the actual knowledge of either Peter Baronoff
or Howard Koslow, applying the standard set forth in Section 9.3 of this
Agreement.
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execution and delivery of this Agreement or the consummation of any other
transaction contemplated hereby, except as shall have been duly taken or
effected prior to the Closing.
3.6. Title to Properties: To Florida Growth's knowledge, Florida
Growth owns the assets set forth in Section 1.1(a)-(h) free and clear of all
liens, claims, encumbrances and restrictions, legal or equitable, of every
kind, except as otherwise set forth on Schedule 3.6 attached hereto.
3.7. Financial Statements: Florida Growth has furnished DT
Partners with unaudited financial statements for each of the entities set forth
on Schedule 3.7 attached hereto (the "Section 3.7 Entities"), consisting of a
balance sheet for each such entity as of February 29, 1996, and related
statements of operations for the two months then ended (the "Financial
Statements"), copies of which are attached hereto as Schedule 3.7. The
Financial Statements reflect all known liabilities, include all known
contingent liabilities as of the respective dates thereof, and so far as is
known, are correct and fairly present the financial position of such entities
as of the date indicated and the results of operations for the period
indicated, and have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods involved.
3.8. No Breach or Default: The execution and delivery of this
Agreement, the performance by Florida Growth of its obligations under this
Agreement and the exercise by Florida Growth of the rights created by this
Agreement do not, to Florida Growth's knowledge: (a) violate Florida Growth's
Articles of Incorporation or bylaws; (b) constitute a breach of or a default
under any agreement or instrument to which Florida Growth is a party or by
which it or its assets are bound or result in the creation of a mortgage,
security interest or other encumbrance upon the assets of Florida Growth; (c)
violate a judgment, decree or order of any court or administrative tribunal,
which judgment, decree or order is binding on Florida Growth or its assets; or
(d) violate any Federal or Florida law, rule or regulation.
3.9. Undisclosed Liabilities: Except as and to the extent
reflected or reserved against in the Financial Statements, or otherwise fully
disclosed in a schedule appended hereto, and except for liabilities occurring
in the ordinary course of business and in compliance with this Agreement
subsequent to February 29, 1996, the Section 3.7 Entities have, to Florida
Growth's knowledge, no liabilities or obligations of any nature, whether
absolute, accrued, contingent or otherwise and whether due or to become due.
Florida Growth does not know or have any reasonable grounds to know of any
basis for the assertion against the Section 3.7 Entities since February 29,
1996 of any liability, obligation or claim not fully reflected or reserved
against in the Financial Statements or fully disclosed in a schedule appended
hereto.
3.10. Changes: Since February 29, 1996, except as disclosed in a
separate schedule appended hereto, to Florida Growth's knowledge:
(a) there have been no changes in the assets,
liabilities, financial condition, business, operations, affairs or
prospects of any of the Section 3.7 Entities from those
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<PAGE> 10
reflected in the Financial Statements, except those occurring in the
ordinary course of business which have not been, either in any case or
in the aggregate, materially adverse;
(b) neither the business, operations, affairs or
prospects of the Section 3.7 Entities, nor any of their respective
properties or assets, has been materially adversely affected by any
occurrence or development, whether or not insured against;
(c) there have been no declarations or payments of any
dividends or other distributions in respect of, or any direct or
indirect retirement, redemption, purchase or other acquisition of, any
shares of capital stock of any of the Section 3.7 Entities; and
(d) none of the Section 3.7 Entities has obligated itself
in any way with respect to the payment of employee bonuses or
increased compensation or the providing of any other compensatory
arrangement, whether current or deferred, and whether payable in cash
or other consideration; nor obligated itself to make further additions
to its business properties or further purchases of additional
equipment, except in the ordinary course of business or under existing
contractual commitments the terms of which have been disclosed to DT
Partners in a schedule appended hereto; nor made any loans or other
advances, not in exchange for consideration having an equivalent
value, to any of their respective officers, directors or shareholders;
nor incurred or cancelled any indebtedness, encumbered any of its
properties or assets, or engaged in any material transaction not in
the ordinary course of its business.
3.11. Litigation: Except as disclosed in a separate schedule
appended hereto, there is, to Florida Growth's knowledge, no action, proceeding
or investigation pending or threatened at the present time, or, to the
knowledge of Florida Growth, any potential action, proceeding or investigation
which, either in any case or in the aggregate, might result in any material
adverse change in the assets, business, operations or prospects of the Section
3.7 Entities, or in any material impairment of the right or ability of the
Section 3.7 Entities to carry on their business substantially as now conducted
or as proposed to be conducted, or in any material liability on the part of any
of the Section 3.7 Entities, or which questions the validity of this Agreement
or of any action taken or to be taken in connection with the transactions
contemplated hereby; and to Florida Growth's knowledge, no such action,
proceeding or investigation has been pending during the two year period
preceding the date of this Agreement.
3.12. Compliance with Other Instruments: To Florida Growth's
knowledge, none of the Section 3.7 Entities is in violation of any term of its
articles of incorporation or by-laws, or of any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
it, and, to Florida Growth's knowledge, the execution, delivery and performance
of this Agreement will not result in any such violation or be in conflict with
or constitute a default under any such term. To the best of Florida Growth's
knowledge, there is no such term which materially adversely affects or will
materially adversely affect the business, operations, affairs, prospects or
condition of any of the Section 3.7 Entities or their respective properties or
assets.
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<PAGE> 11
3.13. Material Contracts: To Florida Growths knowledge, Schedule
3.13 attached hereto correctly sets forth a brief identification of all
material contracts or agreements to which any of the Section 3.7 Entities is a
party, including (a) all agreements which obligate any of the Section 3.7
Entities to perform, provide or purchase goods or services during a period in
excess of six months or which have an individual value of more than Five
Thousand Dollars ($15,000.00); (b) all contracts for the future purchase of
fixed assets; (c) all contracts for the employment of any officer, individual
employee or other person on a full-time or consulting basis; (d) all bonus,
pension, profit sharing, retirement, stock purchase, stock option or similar
plans, contracts or understandings, in effect with respect to its employees,
the employees of others or independent contractors; (e) all agreements or
indentures relating to the borrowing of money or to the mortgaging, pledging or
otherwise placing a lien on any assets of the Section 3.7 Entities; (f) all
guarantees of any obligation for borrowed money or otherwise, other than
endorsements made for collection or deposit in the ordinary course of business;
(g) all agreements or commitments concerning the issuance of capital stock or
other securities by the Section 3.7 Entities; and (h) all other contracts not
made in the ordinary course of business; and each of the Section 3.7 Entities
has furnished DT Partners with complete and correct copies of all such
contracts.
3.14. Title to Properties.: To Florida Growth's knowledge, each of
the Section 3.7 Entities own outright their respective properties and assets,
subject to no liens, mortgages, security interests, pledges, encumbrances or
charges of any kind except as disclosed in Schedule 3.14 appended hereto and
liens for current taxes and assessments not yet due. All leases pursuant to
which the Section 3.7 Entities lease real or personal property are, to Florida
Growth's knowledge, in good standing and are valid and effective in accordance
with their respective terms and there exists no known default or other
occurrence or condition which would result in a default or termination thereof,
and a list of all material leases (involving future payments during a term
certain of more than Ten Thousand ($10,000)) is set forth in a separate
schedule appended hereto. All accounts receivable shown in the Financial
Statements are current and collectible, net of any reserve reflected in the
Financial Statements, are not contingent upon the performance by the holder of
any material obligations or contracts, and are subject to no known material
counterclaims or setoffs.
3.15. Conformity with Governmental Regulations: To the best of
Florida Growth's knowledge, all operations of each of the Section 3.7 Entities
conform to the requirements of all applicable laws, rules, orders, ordinances,
decrees and regulations of all governmental regulatory agencies, whether
national, state or local, having jurisdiction thereover, and no material claim
alleging nonconformity or noncompliance with respect to such matters has been
made or threatened against any of the Section 3.7 Entities, or, within the
knowledge of Florida Growth, may in the foreseeable future be made by any such
agency.
3.16. Disclosure: To the best of Florida Growth's knowledge and
belief, neither this Agreement, the Financial Statements, nor any other
document, certificate or statement furnished to DT Partners in connection with
the transactions contemplated hereby contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
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<PAGE> 12
statements contained herein or therein not misleading; and there is no fact
which materially adversely affects, or in the future may (so far as Florida
Growth can now reasonably foresee) materially adversely affect the assets,
business, operations or prospects of the Section 3.7 Entities which has not
been set forth herein or in a schedule or statement furnished to DT Partners.
ARTICLE 4.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DT PARTNERS
AND SECTION 3.7 ENTITIES
DT Partners represents and warrants to, and covenants with, Florida
Growth as follows:
4.1. Organization and Standing of DT Partners: DT Partners is a
limited partnership, validly existing and in good standing under the laws of
the State of Florida and has all requisite power and authority to own and
operate its properties and to carry on its business as now conducted and as
proposed to be conducted. DT Partners has furnished to Florida Growth complete
and correct copies of its Certificate of Limited Partnership and Agreement of
Limited Partnership presently in effect.
4.2. Authorization: When executed and delivered by DT Partners,
this Agreement will constitute the valid and binding obligations of DT
Partners, enforceable in accordance with its terms. The execution, delivery
and performance under this Agreement, have been duly authorized by the general
partner of DT Partners and DT Partners will cause there to be delivered to
Florida Growth, on or before the date of Closing, a copy of the resolution or
written action of that entity properly adopted to evidence such authorization,
certified by the secretary thereof, and such resolution or written action will
not have been modified or rescinded and will be in full force and effect as of
the respective dates of delivery and Closing.
4.3. Consent: No consent, approval or authorization of or
registration, qualification, designation, declaration or filing with any
governmental authority or private person or entity on the part of DT Partners
is required in connection with the execution and delivery of this Agreement or
the consummation of any other transaction contemplated hereby, except as
otherwise set forth on Schedule 4.3 attached hereto.
4.4. Title to Shares: DT Partners has good title to the DT
Partners Shares, free and clear of all liens, claims, encumbrances and
restrictions, legal or equitable, of every kind, except for certain
restrictions on transfer imposed by federal and state securities laws and those
liens set forth on Schedule 4.4. DT Partners has full and unrestricted legal
right, power and authority to sell, assign and transfer the DT Partners Shares,
except as set forth on Schedule 4.4, without obtaining the consent or approval
of any other person or governmental authority, and the delivery of such shares
to Florida Growth pursuant to this Agreement will transfer valid title thereto,
free and clear of all liens, encumbrances, claims and restrictions of every
kind, except for certain restrictions on transferability imposed by federal and
state securities laws. The
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<PAGE> 13
execution of this Agreement and the consummation of the transactions
contemplated hereby will not constitute a default under any provision of any
agreement by which DT Partners is bound.
4.5. No Breach or Default: The execution and delivery of this
Agreement, the performance by DT Partners of its obligations under this
Agreement and the exercise by DT Partners of the rights created by this
Agreement do not (a) violate DT Partners' Certificate of Partnership or
Partnership Agreement; (b) constitute a breach of or a default under any
agreement or instrument to which DT Partners is a party or by which it or its
assets are bound or result in the creation of a mortgage, security interest or
other encumbrance upon the assets of DT Partners; (c) violate a judgment,
decree or order of any court or administrative tribunal, which judgment, decree
or order is binding on DT Partners or its assets; or (d) violate any Federal or
Florida law, rule or regulation.
4.6. Litigation: Except as disclosed in a separate schedule
appended hereto, there is no action, proceeding or investigation pending or
threatened at the present time, or, to the knowledge of DT Partners, any
potential action, proceeding or investigation which, either in any case or in
the aggregate, might result in any material adverse change in the assets,
business, operations or prospects of Florida Growth, or in any material
impairment of the right or ability of Florida Growth to carry on its business
substantially as now conducted or as proposed to be conducted, or in any
material liability on the part of Florida Growth, or which questions the
validity of this Agreement or of any action taken or to be taken in connection
with the transactions contemplated hereby; and no such action, proceeding or
investigation has been pending during the two year period preceding the date of
this Agreement.
4.7. Financial Statements: DT Partners has reviewed the financial
statements for Florida Growth, consisting of a draft of an unaudited balance
sheet for such entity as of February 29, 1996, and related statements of
operations for the two months then ended (the "Florida Growth Financial
Statements"), copies of which are attached hereto as Schedule 4.7. The Florida
Growth Financial Statements reflect all known liabilities, include all
contingent liabilities as of the respective dates thereof, are correct and
fairly present the financial position of such entity as of the date indicated
and the results of operations for the period indicated, and have been prepared
in accordance with generally accepted accounting principles consistently
applied throughout the periods involved.
4.8. Undisclosed Liabilities: Except as and to the extent
reflected or reserved against in the Florida Growth Financial Statements, or
otherwise fully disclosed in a schedule appended hereto, and except for
liabilities occurring in the ordinary course of business and in compliance with
this Agreement subsequent to February 29, 1996, Florida Growth has no
liabilities or obligations of any nature, whether absolute, accrued, contingent
or otherwise and whether due or to become due. DT Partners and its Affiliates
do not know or have any reasonable grounds to know of any basis for the
assertion against Florida Growth since February 29, 1996 of any liability,
obligation or claim not fully reflected or reserved against in the Florida
Growth Financial Statements or fully disclosed in a schedule appended hereto.
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<PAGE> 14
4.9. Disclosure: To the best of DT Partner's knowledge and belief,
neither this Agreement, the Florida Growth Financial Statements, nor any other
document, certificate or statement furnished to Florida Growth in connection
with the transactions contemplated hereby contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained herein or therein not misleading; and there is no fact
which materially adversely affects, or in the future may (so far as DT Partners
can now reasonably foresee) materially adversely affect the assets, business,
operations or prospects of Florida Growth which has not been set forth herein
or in a schedule or statement furnished to Florida Growth.
ARTICLE 5.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
All of the representations, warranties, covenants and agreements made
by each party in this Agreement or in any Schedule, certificate, document or
list delivered by any such party pursuant hereto or in connection with the
transactions contemplated herein shall survive the Closing hereunder for a
period ending on the third anniversary of the Closing Date, except that those
made by any party which were not true when made and which were made by such
party fraudulently or with intent to defraud or mislead shall survive without
limitation. Each party shall be entitled to rely upon the representations and
warranties of the other parties set forth in this Agreement.
ARTICLE 6.
INDEMNIFICATION
6.1. By DT Partners. In addition to the indemnification
obligations imposed upon DT Partners and its Affiliates under Section 2.5 of
this Agreement, from and after the Closing Date, DT Partners and its Affiliates
shall indemnify and hold harmless Florida Growth from and against (i) any and
all damages, losses, obligations, deficiencies, liabilities, claims,
encumbrances, penalties, costs, and expenses, including reasonable attorneys'
fees (together, "Loss"), which Florida Growth may suffer or incur, resulting
from, related to, or arising out of any misrepresentation, breach of warranty,
or nonfulfillment of any of the covenants or agreements of DT Partners in this
Agreement or from any misrepresentation in or omission from any schedule to
this Agreement, certificate, financial statement, or from any other document
furnished or to be furnished to Florida Growth hereunder, and (ii) any and all
actions, suits, investigations, proceedings, demands, assessments, audits,
judgments and claims (including employment-related claims) arising out of any
of the foregoing; provided, however, that before Florida Growth may assert a
claim for indemnity under this Article, Florida Growth must give or cause to be
given written notice of such claim to DT Partners as provided in Section 6.4.
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<PAGE> 15
6.2. By Florida Growth. From and after the Closing Date, Florida
Growth shall indemnify and hold harmless DT Partners from and against (i) any
and all Loss which DT Partners may suffer or incur, resulting from, related to,
or arising out of any misrepresentation, breach of warranty, or nonfulfillment
of any of the covenants or agreements of Florida Growth in this Agreement or
from any misrepresentation in or omission from any certificate or document
furnished or to be furnished to DT Partners hereunder; and (ii) any and all
actions, suits, investigations, proceedings, demands, assessments, audits,
judgments and claims (including employment-related claims) arising out of any
of the foregoing; provided, however, that before DT Partners may assert a claim
for indemnity under this Section, DT Partners must give or cause to be given
written notice of such claim to Florida Growth as provided in Section 6.4.
6.3. Limitation of Indemnity. Notwithstanding any provisions
herein to the contrary:
A. Neither party shall be liable to the other party for
any misrepresentation, the breach of any warranty or the failure to
fulfill any covenant or agreement herein if such other party shall
have had "actual knowledge" of the facts upon which such
misrepresentation, breach or failure to fulfill is based at or prior
to the Closing Date. For purposes of this Section 6.3(a) "actual
knowledge" on the part of Florida Growth or DT Partners, respectively,
shall mean the actual knowledge of one or more of its executive
employees;
B. The indemnification for misrepresentations and
omissions in certificates or documents to be provided to each of the
respective parties under this Agreement shall be conditioned upon the
party that makes such misrepresentation or omission, and or its
Affiliates, having had actual knowledge of such misrepresentation or
omission, which in the case of Florida Growth is the actual knowledge
of either Howard Koslow or Peter Baronoff and in the case of DT
Partners is George Heaton; and,
C. The liability of either party computed otherwise in
accordance with this Article 6 shall be limited to the after-tax
consequence to the indemnified party (or the affiliated group of which
such indemnified party is a member) of any such damage, loss,
liability, deficiency cost or expense suffered or incurred by such
indemnified party and shall be computed after giving effect to the
recovery, if any, by the indemnified party of any applicable insurance
proceeds.
6.4. Notice. Promptly after acquiring knowledge of any Loss or
action, suit, investigation, proceeding, demand, assessment, audit, judgment,
or claim against which DT Partners have indemnified Florida Growth or against
which Florida Growth has indemnified DT Partners, or as to which any party may
be liable, DT Partners or Florida Growth, as the case may be, shall give to the
other party written notice thereof. Each indemnifying party shall, at its own
expense, promptly defend, contest or otherwise protect against any Loss or
action, suit, investigation, proceeding, demand, assessment, audit, judgment,
or claim against which it has indemnified an indemnified party, and each
indemnified party shall receive from the other party
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<PAGE> 16
all necessary and reasonable cooperation in said defense including, but not
limited to, the services of employees of the other party who are familiar with
the transactions out of which any such Loss or action, suit, investigation,
proceeding, demand, assessment, audit, judgment, or claim may have arisen. The
indemnifying party shall have the right to control the defense of any such
proceeding unless relieved of its or his liability hereunder with respect to
such defense by the indemnified party. The indemnifying party shall have the
right, at its or his option, and, unless so relieved, to compromise or defend,
at its or his own expense by its or his own counsel, any such matter involving
the asserted liability of the indemnified party. In the event that the
indemnifying party shall undertake to compromise or defend any such asserted
liability, it or he shall promptly notify the indemnified party of its or his
intention to do so. In the event that an indemnifying party, after written
notice from an indemnified party, fails to take timely action to defend the
same, the indemnified party shall have the right to defend the same by counsel
of its or his own choosing, but at the cost and expense of the indemnifying
party.
6.5. Money Damages. If the Losses indemnified against pursuant to
the provisions of Sections 6.1 - 6.2 hereof can be compensated by the payment
of money to the other party, the indemnifying party shall, within 30 days after
receipt of a written notice of a claim pursuant to Section 6.4 deliver to the
other party either: (i) the amount of such claim by check or by wire transfer
to the bank account of that party's choosing, or (ii) a written notice stating
that it or he objects to the validity of such claim and setting forth in
reasonable detail the grounds on which it or he is contesting the validity of
the claim.
ARTICLE 7.
CONDITIONS TO CLOSING BY DT PARTNERS
The obligation of DT Partners to consummate the transactions herein
contemplated is subject to the satisfaction at or prior to the Closing of each
of the following conditions, and if DT Partners shall not consummate such
transactions by reason of the failure of any of such conditions to be met as
herein provided, DT Partners shall have no liability to Florida Growth:
7.1. Corporate Action, Good Standing and Certificates: DT Partners
shall have received a copy of the Articles of Incorporation and By-Laws of each
of the Section 3.7 Entities, certified as to their accuracy and completeness by
the President and Secretary of each of the Section 3.7 Entities, other than
entities where DT Partners' Affiliates are either an officer or director.
7.2. Truthfulness of Representations and Warranties: Each of the
representations and warranties of Florida Growth contained in this Agreement
shall be true and correct to the best knowledge of Florida Growth,
respectively, as of the Closing with the same effect as though such
representations and warranties had been made on and as of such date. Each such
representation and warranty shall survive the consummation of the transactions
contemplated by this Agreement and shall remain in full force and effect
thereafter.
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<PAGE> 17
7.3. Performance: Each of the agreements of Florida Growth to be
performed or complied with at or before the Closing pursuant to the terms
hereof shall have been duly performed or complied with.
7.4. Consents: All consents to the consummation of the
transactions contemplated herein which are required in order to prevent a
breach of, or a default under, the terms of any agreement to which Florida
Growth is a party or is bound shall have been obtained. Furthermore, any
consent required by either federal, state or local law, any regulatory body or
stock exchange shall have been obtained.
7.5. No Governmental or Regulatory Action or Litigation Threatened:
No action or proceeding shall have been instituted or, to the knowledge of
Florida Growth, shall have been threatened before a court or other governmental
body or by any public authority to restrain or prohibit the transactions
contemplated herein. No governmental agency or body shall have taken any other
action or made any request of DT Partners or Florida Growth as a result of
which DT Partners deems it inadvisable to proceed with the transaction.
ARTICLE 8.
CONDITIONS TO CLOSING BY FLORIDA GROWTH
The obligation of Florida Growth to consummate the transactions herein
contemplated shall be subject to the satisfaction of Florida Growth on or prior
to the Closing of each of the following conditions, and if Florida Growth shall
not consummate such transactions by reason of the failure of any of such
conditions to be met as herein provided, Florida Growth shall have no liability
to DT Partners:
8.1. Entity Action, Good Standing and Certificates: Florida Growth
shall have received a copy of the Certificate of Limited Partnership and the
Limited Partnership Agreement of DT Partners, certified as to their accuracy
and completeness by the appropriate representatives of D.T Partners.
8.2. Truthfulness of Representations and Warranties: Each of the
representations and warranties of DT Partners contained in this Agreement shall
be true and correct to the best knowledge of DT Partners, as of the Closing
with the same effect as though such representations and warranties had been
made on and as of such date. Each such representation and warranty shall
survive the consummation of the transactions contemplated by this Agreement and
shall remain in full force and effect thereafter.
8.3. Performance: Each of the agreements of DT Partners to be
performed or complied with on or before the Closing pursuant to the terms
hereof shall have been duly performed and complied with.
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<PAGE> 18
8.4. No Governmental or Regulatory Action or Litigation Threatened:
No action or proceeding shall have been instituted or, to the knowledge of DT
Partners, shall have been threatened before a court or other governmental body
or by any public authority to restrain or prohibit the transactions
contemplated herein. No governmental agency or body shall have taken any other
action or made any request of Florida Growth as a result of which Florida
Growth deems it inadvisable to proceed with the transaction.
8.5. Consents: All consents to the consummation of the
transactions contemplated herein which are required in order to prevent a
breach of, or a default under, the terms of any agreement to which DT Partners
is a party or is bound shall have been obtained. Furthermore, any consent
required by either federal, state or local law, any regulatory body or stock
exchange shall have been obtained.
ARTICLE 9.
MISCELLANEOUS PROVISIONS
9.1. Notices: All notices or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as properly given or made if hand delivered, mailed from within
the United States by certified or registered mail, or sent by prepaid telegram
to the applicable address appearing in the preamble to this Agreement, or to
such other address as either party may have designated by like notice forwarded
to the other party hereto. All notices, except notices of change of address,
shall be deemed given when mailed or hand delivered and notices of change of
address shall be deemed given when received.
9.2. Binding Agreements; Non-Assignability: Each of the provisions
and agreements herein contained shall be binding upon and inure to the benefit
of the personal representatives, heirs, devisees and successors of the
respective parties hereto; but none of the rights or obligations attaching to
either party hereunder shall be assignable. DT Partners contemplates that it
may contribute the shares of Newco into a newly formed corporation that will be
owned by George Heaton and William Klohn. Florida Growth approves, in advance,
of such assignment, but only if, as a condition precedent to that transfer, the
new corporation assumes, jointly and severally, the obligations of DT Partners
to Florida Growth under this Agreement.
9.3. Representations and Warranties: The references contained in
this Agreement as to a person's knowledge presumes that such person has made
diligent inquiry regarding such issue and has been adequately advised by legal
counsel in connection with such representation.
9.4. Entire Agreement: This Agreement, and the other documents
referenced herein, constitute the entire understanding of the parties hereto
with respect to the subject matter hereof, and no amendment, modification or
alteration of the terms hereof shall be binding unless the same be in writing,
dated subsequent to the date hereof and duly approved and executed by each
party.
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<PAGE> 19
9.5. Severability: Every provision of this Agreement is intended
to be severable. If any term or provision hereof is illegal or invalid for any
reason whatever, such illegality or invalidity shall not affect the validity of
the remainder of this Agreement.
9.6. Headings: The headings of this Agreement are inserted for
convenience and identification only, and are in no way intended to describe,
interpret, define or limit the scope, extent or intent hereof.
9.7. Application of Florida Law; Venue: This Agreement, and the
application or interpretation thereof, shall be governed exclusively by its
terms and by the laws of the State of Florida. Venue for any legal action
which may be brought hereunder shall be deemed to lie in either Hillsborough or
Palm Beach County, Florida.
9.8. Jurisdiction: The parties agree that, irrespective of any
wording that might be construed to be in conflict with this paragraph, this
agreement is one for performance in Florida. The parties to this agreement
agree that they waive any objection, constitutional, statutory or otherwise, to
a Florida court's taking jurisdiction of any dispute between them. By entering
into this agreement, the parties, and each of them understand that they might
be called upon to answer a claim asserted in a Florida court.
9.9. Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
9.10. Legal Fees and Costs: If a legal action is initiated by any
party to this Agreement against another, arising out of or relating to the
alleged performance or non-performance of any right or obligation established
hereunder, or any dispute concerning the same, any and all fees, costs and
expenses reasonably incurred by each successful party or his, her or its legal
counsel in investigating, preparing for, prosecuting, defending against, or
providing evidence, producing documents or taking any other action in respect
of, such action shall be the joint and several obligation of and shall be paid
or reimbursed by the unsuccessful party(ies).
In witness whereof, the parties have executed this Agreement as of the
day and year first above written.
DEV-TECH CORPORATION
D/B/A FLORIDA GROWTH CAPITAL, INC.
Attest:
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<TABLE>
<S> <C>
By: /s/ Peter R. Baronoff
- ------------------------------------------ --------------------------------------
March 25, 1996 , Secretary Peter R. Baronoff, President
- --------------------------
DT PARTNERS, LTD.
By: /s/ Lee Heaton
--------------------------------------
DT Development, Inc., its general partner
Attest:
* /s/ Lee Heaton By: /s/ Lee Heaton
- ------------------------------------------ --------------------------------------
ITS , Secretary Lee Heaton, President
- --------------------------
For purposes of Sections 2.6, 2.7 and 2.12 of this Agreement only:
/s/ George W. Heaton
-----------------------------------------
George W. Heaton
For purposes of Section 2.7 of this Agreement only:
/s/ William L. Klohn
-----------------------------------------
William L. Klohn
For purposes of serving as the Escrow Agent as contemplated by Section 2.10 of this Agreement only:
Bush Ross Gardner Warren & Rudy, P.A.
/s/ John Giordano
-----------------------------------------
By: JOHN GIORDANO
--------------------------------------
Its: VICE PRESIDENT
------------------------------------
</TABLE>
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<PAGE> 21
OFFICE FURNITURE
AT
FLORIDA GROWTH CAPITAL, INC.
WEST PALM BEACH, FL.
1.1(f)
A. Three (3) four-drawer legal size file cabinets.
B. One (1) two-drawer black file cabinet.
C. Assumption of lease on one (1) Minolta copier.
D. One (1) Apple computer and printer.
<PAGE> 22
<TABLE>
<S> <C>
FLORIDA GROWTH CAPITAL, INC. 25-MAR-96
SCHEDULE OF TRANSFERRED ASSETS
PAYABLES TO BE TRANSFERRED TO DT PARTNERS
Bayview Offices, Inc. payable to N. Taplin, Trustee (a) $ 537,500
F.G.C. interco payable to Bayview offices, Inc. $ 58,638
F.G.C. rent payable to Bayview offices, Inc. $ 21,200
F.G.C. payable to Jupiter Marine - principal $ 191,962
F.G.C. payable to Jupiter Marine - interest to 2/29/96 $ 26,025
F.G.C. payable Sunset Villas, Inc. - including interest $ 201,682
Nature Pointe payable Sunset Villas Partners, Ltd. $ 100,000
Jupiter Marine payables-expenses, etc. $ 21,048
Gould notes and interest $ 66,547
$1,224,602
ASSETS TO BE TRANSFERRED TO DT PARTNERS
Net receivable from Amermall $ 141,895
Net receivables from Centermall $ 63,375
Net receivables from Floriland $ 48,013
Ferris payment for Floriland ext. - 11/95 $ 100,000
----------
Total due from Floriland $ 353,283
Contract deposit on Goodland and other expenses $ 14,721
Equity in Sunset Villas Limited Partnership $ 75,000
Eurotower debt encumbered against BCEA $ 239,614
----------
$ 682,618
$ 541,984
</TABLE>
(a) includes 7.5% prepayment fee
<PAGE> 23
General Ledger -- DEV - TECH CORP 03/25/96
- February, 1996
<TABLE>
<CAPTION>
ACCT PPTY # DESCRIPTION TRAN # REFERENCE DEBIT CREDIT BALANCE REMARKS
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
2540 LOAN PAYABLE - BAYVIEW CREDIT 0.00 --BALANCE FORWARD--
DT 04/13/95 04/95 CR-115 16,000.00 16,000.00
DT 04/19/95 04/95 BAYVIEW OFFICES CD-118 16,000.00 0.00 Loan repayment
DT 05/12/95 05/95 BAYVIEW OFFICES CD-239 16OR 5,000.00 -5,000.00 Loan repayment
DT 05/04/95 05/95 CR-242 WIRER 12,000.00 7,000.00
DT 05/18/95 05/95 CR-290 5,000.00 12,000.00 LOAN FROM BAYVIEW
DT 05/26/95 05/95 CR-293 9,500.00 21,500.00 LOAN FROM BAYVIEW
DT 06/02/95 06/95 CR-416 5,000.00 26,500.00
DT 03/31/95 03/95 CR-460 03/31/95 100.00 26,600.00 LOAN FROM BAYVIEW
DT 04/30/95 04/95 GJ-461 100.00 26,700.00 to reverse
DT 06/20/95 06/95 BAYVIEW OFFICES CD-518 1052R 5,000.00 21,700.00 Repay loan to bayview
DT 07/06/95 07/95 CR-717 chks 9,000.00 30,700.00 LOAN FROM BAYVIEW FGF
DT 07/13/95 07/95 BAYVIEW OFFICES CD-766 1124 30,500.00 200.00 Loan repay/int/loan to BV
DT 07/31/95 07/95 GJ-1088 48,448.63 48,648.63 to post o/s to Bayview for
DT 08/28/95 08/95 GJ-1196 36,000.00 12,648.63 TO REDUCE ASSET & LIABILIT
DT 10/06/95 09/95 GJ-1574 AJE 2-2 100.00 12,548.63 RECORD AJE PER 10Q-2ND-95
DT 09/30/95 09/95 GJ-1722 100.00 12,448.63 to correct bayview bal
DT 10/01/95 10/95 CR-1844 10/01/95 20,000.00 32,448.63 LOAN PAYABLE BAYVIEW
DT 11/16/95 11/95 BAYVIEW OFFICES CD-2242 1389 10,000.00 22,448.63 Loan Repayment
DT 11/29/95 11/95 CR-2280 10,000.00 32,448.63 LOAN FROM BAYVIEW
DT 09/30/95 09/95 GJ-2314 DT-3 6,360.00 38,808.63 TO CORRECT INTER-BAYVIEW
DT 12/08/09 12/95 CR-2600 10,000.00 48,808.63 LOAN FROM BAYVIEW
DT 12/15/95 12/95 BAYVIEW OFFICES CD-2645 1458 15,000.00 33,808.63 LOAN REPAY
DT 12/15/95 12/95 BAYVIEW OFFICES CD-2647 1458 15,000.00 48,808.63 VOID CHECK tran# 2645
DT 01/05/96 01/96 CD-2869 10,000.00 58,808.63 LOAN FROM BAYVIEW
DT 01/11/96 01/96 CR-2870 15,000.00 73,808.63 LOAN FROM BAYVIEW
DT 01/12/96 01/96 CR-2889 5,000.00 78,808.63 loan from bayview
DT 01/17/96 01/96 CR-2897 15,000.00 93,808.63 LOAN FROM BAYVIEW
DT 01/22/96 01/96 CR-2929 25,000.00 118,808.63 loan from bayview
DT 01/23/96 01/96 CR-2932 115,000.00 233,808.63 loan from bayview
DT 01/29/96 01/96 GJ-2938 5,000.00 238,808.63 1/28/96 TRANSFER OF FUNDS
DT 02/02/96 02/96 GJ-3119 10,000.00 248,808.63 RECORD 2/1/96 LOAN FROM BV
DT 02/02/96 02/96 GJ-3120 40,000.00 288,808.63 RECORD 2/2/96 LOAN FROM BV
DT 02/12/96 02/96 GJ-3139 20,000.00 308,808.63 2/8/96 DEPOSIT-TRANSFER OF
DT 02/16/96 02/96 GJ-3185 25,000.00 333,808.63 2/16/96 TRANSFER OF FUNDS
DT 02/20/96 02/96 GJ-3188 7,000.00 340,808.63 2/16/96 DEPOSIT
DT 02/20/96 01/96 GJ-3194 8,030.00 348,838.63 RECORD PURCHASE OF WRAP
DT 02/24/96 02/96 GJ-3219 50,000.00 398,838.63 DEPOSIT 2/23/96 - LOAN FRO
DT 02/23/96 02/96 GJ-3224 5,500.00 404,338.63 RECORD TRANSFER OF FUNDS
DT 03/06/96 02/96 GJ-3296 5,500.00 398,838.63 reverse 2/23/96 deposit-
DT 03/12/96 01/96 GJ-3328 14,026.38 412,865.01 REFLECT AMOUNT PD TO EDWAR
DT 03/12/96 02/96 GJ-3329 100,000.00 512,865.01 RECORD PAYABLE TO BV/REC
DT 03/12/96 02/96 GJ-3330 46,973.62 559,838.63 RECORD PURCHASE OF ASSETS
DT 03/25/96 02/96 GJ-3353 1,200.00 558,638.63 RECLASS B.V. DRIVER PAYMENT
---ENDING BALANCE---
---------- ----------
TOTAL DEBITS- 124,400.00
TOTAL CREDITS- 683,038.63
</TABLE>
_______________________
Does not include $37.500 kicker
<PAGE> 24
HISTORICAL TENANT LEDGER 03/22/96
NAME : FLORIDA GROWTH FUND/DEVTECH INC RENT : 2,000.00
ADDRESS : 1040 Bayview Drive #420 DEPOSIT :
: Ft. Lauderdale, FL 33304 MOVE IN DATE : 03/01/95
CODE : FLORID DUE DAY : 1
UNIT : BV - 420 TELEPHONE : 563-3779
<TABLE>
<CAPTION>
DATE DESCRIPTION CHARGES PAYMENTS BALANCE
<S> <C> <C> <C>
Balance Forward 0.00
04/01/95 Rent 2,000.00 2,000.00
04/01/95 Sales Tax 135.00 2,135.00
05/01/95 Rent 2,000.00 4,135.00
05/01/95 Sales Tax 120.00 4,255.00
06/01/95 Rent 2,000.00 6,255.00
06/01/95 Sales Tax 120.00 6,375.00
07/01/95 Rent 2,000.00 8,375.00
07/05/95 Sales Tax 120.00 8,495.00
08/01/95 Rent 2,000.00 10,495,00
08/01/95 Sales Tax 120.00 10,615.00
09/01/95 Rent 2,000.00 12,615.00
09/01/95 Sales Tax 120.00 12,735.00
09/12/95 OVERCHARGE ON TAX -15.00 12,720.00
10/01/95 Rent 2,000.00 14,720.00
10/01/95 Sales Tax 120.00 14,840.00
11/01/95 Rent 2,000.00 16,840.00
11/06/95 Sales Tax 120.00 16,960.00
12/01/95 Rent 2,000.00 18,960.00
12/01/95 Sales Tax 120.00 19,080.00
01/01/96 Rent 2,000.00 21,080.00
01/01/96 Sales Tax 120.00 21,200.00
</TABLE>
<PAGE> 25
TENANT DIRECTORY 03/22/96
<TABLE>
<CAPTION>
QTY # UNIT # TENANT TENANT NAME PAST DUE RENT AMT PAID STATUS TELE# (H) TELE# (O) DATE
- ----- ------ ------ ----------------------------- -------- ------ -------- ----- --------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BV 101 FORT FORT LAUDERDALE COLLEGE 12213.42 38382.00 43789.00 Occupant 568-1600 601-864-6096
BV 102 BARNETT BARNETT BANK -249.13 10710.34 249.12 Occupant 537-3965
BV 103 SOUTH SOUTHLAND CORPORATION 659.42 7000.00 7420.00 Occupant 563-4019
BV 104 ALLSTA ALLSTATE INSURANCE -.04 1883.00 1996.00 Occupant 565-3100
BV 105 BLIMPI BLIMPIE SUBS 1855.00 1750.00 1933.00 Occupant 537-3388 BOB & WENDY
BV 317 MERLEX MERLEX GROUP 325.00 344.50 Occupant 566-9201
BV 318 THOMPS DICK THOMPSON 212.00 200.00 Occupant 561-3511
BV 320 CHARLE CHARLES SCHWEITZER CPA 870.00 965.71 Occupant 568-2211
BV 321 JENSEN DAVID JENSEN P.A. -.08 282.00 Occupant 563-7300 537-2088
BV 323 WATER FLORIDA WATER INC. 115.49 2309.67 2448.25 Occupant 566-4995
BV 325 AIM AIM BROADCASTING 3348.80 455.00 Occupant 568-2211
BV 330 GKI GKI SOUNDBOUND 79.52 1591.00 1686.49 Occupant 565-9999
BV 400 VACANT VACANT Vacant
BV 420 FLORID FLORIDA GROWTH FUND/DEVTECH 21200.00 2000.00 Occupant 563-3779
BV 422 MCDONA ED MCDONALD -.43 510.00 Occupant 565-2767
BV 424 ISLEY ISLEY & DEREUIL, P.A. 2119.00 2246.14 Occupant 564-7524
BV 426 HULL FLOYD HULL, P.A. 549.08 518.00 Vacant 566-4395 12/31/95
BV 428 LIBERT FIRST LIBERTY BULLION & COI 1021.00 Past
BV 428 PLATT CORDELIA & THOMAS PLATT JR. 1021.00 3246.78 Future 04/01/96
BV 430 AVITEC AVITECH LIMITED 1015.00 1075.90 Occupant 06/08/96
BV 430 ARTPRO ART PROMOTION LTD 1015.00 Vacant
BV 517 VENDIN VENDING CONCEPTS UNLIMITED 562.50 2288.75 Occupant 07/03/96
BV 517 AMERIC AMERICAN PRESTIGE GROUP 540.00 Vacant 563-7882 08/31/95
BV 518 CASORI CASORIA & GOFF, P.A. -.35 200.00 212.35 Occupant
BV 519 HASTIN THE HASTINGS GROUP -.28 1162.00 Occupant 04/29/96
BV 520 READER READER PUBLICATIONS 1023.00 Past 08/20/95
BV 520 HASTI2 THE HASTINGS GROUP Future
BV 521 GALVES GALVESTON MARKETING SERVICE 450.00 Occupant
BV 521 EXXON EXXON Past
BV 522 HAYESD JANE C. HAYES, CPA 1800.00 1908.00 Occupant 564-1981
BV 526 PUERTO PUERTO RICO MARITIME SHIPPI 645.00 Past 09/30/95
BV 528 WORLDN WORLDNET SOFTWARE COMPANY -2.28 1412.00 1496.72 Occupant 564-7696
BV 530 UNITED UNITED CHARTERS 427.90 Past 565-1305 Daniel
BV 530 BUSH R. DREW BUSH 460.00 963.50 Future 04/01/96
BV 532 PIENVI P.I. ENVIRONMENTAL 450.00 1381.00 Occupant 06/13/96
BV 532 MCROBE HELENE MC ROBERTS 418.70 427.91 Past 568-5848 09/30/95
BV 534 FLRESI FLORIDA RESIDENTIAL MORTGAG 645.00 683.70 Occupant
BV 534 HOLLIS HOLLISTIC HEALTH INSTITUTE Vacant 763-8929 08/01/95
BV 600 GOFF CASORIA & GOFF -.35 2333.00 2472.98 Occupant 564-4600
BV 605 HUGHES HUGHES BEESON CONSTRUCTION 5353.00 2525.00 Occupant
BV 606 DOLAN JAMES V. DOLAN, P.A. / NID 1137.75 1025.00 Occupant 563-3720
BV 610 BEESON HUGHES BEESON CONSTRUCTION 758.00 Past 11/30/96
-------- -------- --------
46889.24 91823.32 79307.89
</TABLE>
<PAGE> 26
FLORIDA GROWTH CAPITAL, INC.
JUPITER MARINE NOTEPAYABLE
REPORT DATE: 03/22/96
FACE VALUE $191,962.00
INTEREST RATE 12.00%
DUE DATE: 12/31/96
DEFAULT INTEREST 18.00%
<TABLE>
(Caption>
PRINCIPAL INTEREST
DATE TRANSACTION AMOUNT AMOUNT BALANCE
---- ----------- ------------ -------- ------------
<S> <C> <C> <C> <C>
01/01/95 RECORD PROMISSORY NOTE $144,686.00 144,686.00
MONTHLY FEE & INTEREST-CURRENT MONTH 10,416.60 1,551.03 156,653.63
02/01/95 MONTHLY FEE & INTEREST-CURRENT MONTH 10,416.60 1,655.19 168,725.42
03/01/95 MONTHLY FEE & INTEREST-CURRENT MONTH 10,416.60 1,759.36 180,901.38
04/01/95 MONTHLY FEE & INTEREST-CURRENT MONTH 10,416.60 1,863.52 193,181.50
05/01/95 MONTHLY FEE 10,416.60 203,598.10
PAYMENT & MONTHLY INTEREST (4,807.00) 1,919.62 200,710.72
06/01/95 MONTHLY INTEREST CURRENT MONTH 1,919.62 202,630.34
07/01/95 MONTHLY INTEREST CURRENT MONTH 1,919.62 204,549.96
08/01/95 MONTHLY INTEREST CURRENT MONTH 1,919.62 206,469.58
09/01/95 MONTHLY INTEREST CURRENT MONTH 1,919.62 208,389.20
10/01/95 MONTHLY INTEREST CURRENT MONTH 1,919.62 210,308.82
11/01/95 MONTHLY INTEREST CURRENT MONTH 1,919.62 212,228.44
12/01/95 MONTHLY INTEREST CURRENT MONTH 1,919.62 214,148.06
01/01/96 MONTHLY INTEREST CURRENT MONTH 1,919.62 216,067.68
02/01/96 MONTHLY INTEREST CURRENT MONTH 1,919.62 217,987.30
217,987.30
---------- --------- -----------
TOTAL 191,962.00 26,025.30 $217,987.30
</TABLE>
<PAGE> 27
FLORIDA GROWTH CAPITAL, INC.
NOTEPAYABLE TO SUNSET VILLAS, INC.
REPORT DATE: 3/25/96
FACE VALUE: $192,942.40
INTEREST RATE: 12.00%
DUE DATE: 02/29/96
DEFAULT INTEREST
<TABLE>
<CAPTION>
PRINCIPAL INTEREST
DATE TRANSACTION AMOUNT AMOUNT BALANCE
---- ----------- --------- -------- -------
<S> <C> <C> <C> <C>
06/01/95 ADVANCE TO SUNSET VILLAS (12% INT) ($30,000.00) (2,692.60) (32,692.60)
09/30/95 LOAN FROM SUNSET 6,000.00 299.83 (26,392.77)
10/05/95 LOAN FROM SUNSET 215,000.00 10,390.68 198,997.91
10/13/95 LOAN FROM SUNSET 20,000.00 913.97 219,911.88
11/16/95 LOAN FROM SUNSET 6,000.00 207.12 226,119.01
12/12/95 EXPENSES PAID TO HAWKS CAY FOR SSV (14,621.31) (379.75) 211,117.94
LESS: A/P ASSUMED BY DEV-TECH 211,117.94
COOPERS & LYBRAND (2,895.00) 208,222.94
EDWARDS & ANGEL (5,843.56) 202,379.38
EDWARDS & ANGEL (697.73) 201,681.65
201,681.65
201,681.65
201,681.65
201,681.65
201,681.65
201,681.65
BALANCE @ 2/29/96 ----------- --------- -----------
192,942.40 8,739.25 $201,681.65
</TABLE>
<PAGE> 28
General Ledger -- NATURE POINTE 03/22/96
- February, 1996
<TABLE>
<CAPTION>
ACCT PPTY # DESCRIPTION TRAN # REFERENC DEBIT CREDIT BALANCE REMARKS
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
750 MTG PAYABLE-BUSH -SV CREDIT 0.00 ---BALANCE FORWARD---
NP 10/09/95 09/95 GJ-1622 AJE-I 85,321.50 85,321.50 RECORD BALANCES @ 3/31/95
NP 10/13/95 09/95 GJ-1647 AJE-2 14,678.50 100,000.00 RECORD AJE-2 10 Q-RECORD
100,000.00 ---ENDING BALANCE---
------- ---------
TOTAL DEBITS-
TOTAL CREDITS- 100,000.00
</TABLE>
<PAGE> 29
VENDOR LEDGER
-------------
<TABLE>
<CAPTION>
TRAN REFERENCE DATED POSTED VENDOR VENDOR NAME AMOUNT ACCOUNT NAME REMARKS
NUM PPTY # PROPERTY ADDRESS
- ---- --------- ---------------- ------ ---------------- ----------- -------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
JM JUPITER MARINE.
----------------------
3048 11/30/95 JM JUPITER MARINE 510.23 MOBIL PHONE-HEATON Expenses balance from
6000
3,527.90 JUPITER MARINE EXP loan to SV
3115 12/31/95 JM JUPITER MARINE 4,206.14 JUPITER MARINE EXP Expenses thru 12/31/95
3116 12/31/96 JM JUPITER MARINE 4,148.91 JUPITER MARINE EXP Expenses thru 11/30/95
3124 1514 02/09/96 02/96 DT DEV - TECH CORP 2,769.23 CONSULTING FEE-JUP FEE W/E 2/9/96
3125 1524 02/16/96 02/96 DT DEV - TECH CORP 2,769.23 CONSULTING FEE-JUP FEE W/E 2/16/96
3126 1527 02/23/96 02/96 DT DEV - TECH CORP 2,769.23 CONSULTING FEE-JUP FEE W/E 2/23/96
3276 DT DEV - TECH CORP 2,215.38 CONSULTING FEE-JUP FINAL FEES - 2/29/96
3354 DT DEV - TECH CORP -5,500.00 A/R JUPITER MARINE CASH DUE FROM BV-TAPLIN
MTGE NOT FORWARDED
3355 SUN SUN CAPITAL INCORPORATED 5,000.00 FURNITURE & EQUIPM REFUND SUN CAP. DEPOSIT
PAID BY JUPITER MARINE
---------
22,416.25
---------
TOTAL PAYABLES 22,416.25
TOTAL UNPAID BILLS 14,108.56**
Past Due - over 90 days 4,038.13
Past Due - 60 to 90 days 4,206.14
Past Due - 30 to 60 days 0.00
Past Due - 1 to 30 days 0.00
Payables - 0 to 30 days 1,715.38
Payables - 30 to 60 days 0.00
Payables - 60 to 90 days 0.00
Payables - over 90 days 4,148.91
</TABLE>
* = Unpaid
** = Agreed amount settled at $21,048
3/25/96
/s/ H. Kosher
- ---------------------------------
H. Kosher
<PAGE> 30
FLORIDA GROWTH CAPITAL, INC.
GERALD GOULD PAYABLES
REPORT DATE: 03/22/96
FACE VALUE: $38,462.00
INTEREST RATE: 8.50%
DUE DATE: 12/31/95
DEFAULT INTEREST 18.00%
<TABLE>
<CAPTION>
PRINCIPAL INTEREST
DATE TRANSACTION AMOUNT AMOUNT BALANCE
<S> <C> <C> <C> <C>
06/01/95 RECORD PROMISSORY NOTE $38,462.00 38,462.00
07/01/95 MONTHLY INTEREST @ 6.5% 208.34 38,670.34
08/01/95 MONTHLY INTEREST @ 6.5% 208.34 38,878.67
09/01/95 MONTHLY INTEREST @ 6.5% 208.34 39,087.01
10/01/95 MONTHLY INTEREST @ 6.5% 208.34 39,295.34
11/01/95 MONTHLY INTEREST @ 6.5% 208.34 39,503.68
12/01/95 MONTHLY INTEREST @ 6.5% 208.34 39,712.02
01/01/96 MONTHLY INTEREST @ 6.5% 208.34 39,920.35
01/31/96 MONTHLY INTEREST @ DEFAULT RATE: 18% 587.99 40,508.35
02/29/96 MONTHLY INTEREST @ DEFAULT RATE: 18% 550.06 41,058.40
---------- -------- ----------
TOTAL - NOTE 1 38,462.00 2,596.40 $41,058.40
FACE VALUE: $22,500.00
INTEREST RATE: 6.50%
DUE DATE: 12/31/95
DEFAULT INTEREST 18.00%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL INTEREST
DATE TRANSACTION AMOUNT AMOUNT BALANCE
<S> <C> <C> <C> <C>
01/01/96 RECORD PROMISSORY NOTE $22,500.00 22,500.00
01/31/96 MONTHLY INTEREST @ DEFAULT RATE: 18% 343.97 22,843.97
02/29/96 MONTHLY INTEREST @ DEFAULT RATE: 18% 321.78 23,165.75
----------- ------ ----------
TOTAL - NOTE 2 22,500.00 665.75 $23,165.75
OTHER PAYABLES
EXPENSES NOT REIMBURSED 1,030.35
FINAL CONSULTING FEE CHECK - THRU 2/29/96 1,292.31
----------
TOTAL DUE @ 2/29/96 $65,546.82
==========
===================================================================================================
RECAP
NOTE PAYABLE - #1 38,462.00
NOTE PAYABLE - #2 22,500.00
INTEREST NOTE #1 2,596.40
INTEREST NOTE #2 665.75
UNREIMBURSED EXPENSES 1,030.35
CONSULTING FEE 1,292.31
----------
$66,546.82
==========
</TABLE>
<PAGE> 31
General Ledger -- DEV - TECH CORP 03/25/96
- February, 1996
<TABLE>
<CAPTION>
ACCT PPTY # DESCRIPTION TRAN # REFERENC DEBIT CREDIT BALANCE REMARKS
- ---- ------ ------------------------------- ------- -------- ---------- --------- ---------- ---------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1365 A/R AMERMALL DEBIT 0.00 ---BALANCE FORWARD---
DT 10/06/95 09/95 GJ-1547 JS-AJE-I 10,709.76 10,709.76 RECORD BALANCES-3/31/95
DT 10/06/95 09/95 GJ-1547 JS-AJE-I 14,150.86 24,860.62 RECORD BALANCES-3/31/95
DT 10/16/95 09/95 GJ-1659 JE -010 24,860.62 0.00 CORRECT SALE OF BTKW MTGES
DT 11/01/95 11/95 CARL FERRIS CD-2173 WIRE 3,394.52 3,394.52 A/R AMERMALL
DT 11/21/95 11/95 AMERMALL CD-2263 1396 25,000.00 28,394.52 LOAN TO AMERMALL
DT 01/24/96 01/96 AMERMALL CD-2933 1491 13,500.00 41,894.52 loan to amermall
DT 01/26/96 01/96 CARL FERRIS CD-2934 100,000.00 141,894.52 PYMT FOR AMERMALL
141,894.52 ---ENDING BALANCE---
0.00 ---ENDING BALANCE---
1370 A/R - CENTERMALL DEBIT 0.00 ---BALANCE FORWARD---
DT 05/18/95 05/95 CENTERMALL CD-250 1006R 21,175.00 21,175.00 Loan to Centermall
DT 07/11/95 07/95 CASH CD-755 1121 21,075.00 42,250.00 Trammell Crow - commission
DT 09/30/95 09/95 GJ-1676 12,000.00 54,250.00 TO CORRECT COMMISSION PD
DT 10/24/95 10/95 TRAMMELL CROW CD-1940 1339 9,125.00 63,375.00 FINAL COMMISSION PAYMENT
DT 11/22/95 11/95 CHARLES ALLEN & CD-2276 1401 6,500.00 69,875.00 Loan Proc Fees - Floriland
DT 11/22/95 11/95 CHARLES ALLEN & CD-2330 1401 6,500.00 63,375.00 VOID CHECK tran# 2276
63,375.00 ---ENDING BALANCE---
1375 A/R-SUNSET VILLA PART.LT DEBIT 0.00 ---BALANCE FORWARD---
DT 08/02/95 08/95 POLYNESIAN VILLA CD-955 1165 327.00 327.00 MOTEL-RAY-SV PARTNERS INC.
DT 09/30/95 09/95 GJ-2551 DT-2 327.00 0.00 ACC INT DON BROWN/AR SUNSE
0.00 ---ENDING BALANCE---
1380 A/R - KLOHN DEBIT 0.00 ---BALANCE FORWARD---
DT 06/20/95 06/95 CR-519 06/20/96 7,682.06 (7,682.06) loan repayment Klohn
DT 10/06/95 10/95 GJ-1597 AJE 2-17 14,650.64 6,968.58 RECORD AJE 10Q 2ND-95
DT 09/30/95 09/95 GJ-1725 js-4-995 209.06 7,177.64 Record int. Income Klohn
7,177.64 ---ENDING BALANCE---
1385 A/R FLORILAND DEBIT 0.00 ---BALANCE FORWARD---
DT 08/09/95 08/95 CASH CD-1023 1191 30,000.00 30,000.00 Sett. Agrmt 8/9/95 - Melvin
DT 08/24/95 08/95 TRAMMELL CROW CD-1123 1231 12,000.00 42,000.00 COMMISSION - BARNETT LEASE
DT 10/06/95 10/95 GJ-1589 AJE 2-10 12,759.99 54,759.99 RECORD AJE 10Q 2ND 95
DT 09/30/95 09/95 GJ-1676 12,000.00 42,759.99 TO CORRECT COMMISSION PD
DT 10/17/95 10/95 RICHARD J. REMIR CD-1917 1311 2,753.46 45,513.45 CONSULTING FEE
DT 03/12/96 03/96 GJ-3329 100,000.00 145,513.45 RECORD PAYABLE TO BV/REC
DT 03/25/96 03/96 GJ-3357 2,500.00 148,013.45 GARNER-WILKES LEGAL BILLS
---ENDING BALANCE---
---------- ---------
TOTAL DEBITS- 411,830.29
TOTAL CREDITS- 51,369.68
</TABLE>
<PAGE> 32
General Ledger -- DEV - TECH CORP 03/22/96
- February, 1996
<TABLE>
<CAPTION>
ACCT PPTY # DESCRIPTION TRAN # REFERENC DEBIT CREDIT BALANCE REMARKS
- ---- ------ ------------------------------- ------- -------- ---------- --------- ---------- ---------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
850 DEPOSIT - S.V.L.P. DEBIT 0.00 ---BALANCE FORWARD---
DT 10/06/95 09/95 GJ-1606 AJE 2-23 387,673.86 387,673.86 RECORD ELIM JE 10Q 2ND 95
DT 10/09/95 09/95 GJ-1609 AJE - I 387,673.86 0.00 RECORD AJE-I 10Q 2ND 95
DT 09/30/95 09/95 GJ-1726 js-5-995 75,000.00 75,000.00 reocrd NP note D Brown ADV
75,000.00 ---ENDING BALANCE---
860 DEPOSIT - TARGET DEBIT 0.00 ---BALANCE FORWARD---
DT 08/11/95 08/95 SMOOT ADAMS EDWA CD-1034 wire 200,000.00 200,000.00 Equity in Baileys
DT 10/16/95 10/95 CR-1907 10/16/95 83,640.75 116,359.25 REFUND FROM ESCROW SMOOT
DT 10/24/95 10/95 CR-1943 10/24/95 40,000.00 76,359.25 Repayment from escrow
DT 11/17/95 11/95 CR-2252 11/17/95 42,725.00 33,634.25 REFUND FROM ESCROW
DT 11/30/95 11/95 CR-2296 33,634.15 .10 balance from escrow
.10 ---ENDING BALANCE---
865 DEPOSIT - GOODLAND FISH DEBIT 0.00 ---BALANCE FORWARD---
DT 07/24/95 07/95 THE EVANS GROUP CD-836 1152 6,258.00 6,258.00 GOODLAND FISH CAMP #12095
DT 08/09/95 08/95 F.L.D. GROUP INC CD-1022 1190 7,000.00 13,258.00 GOODLAND PROJECT -ESCROW
DT 09/12/95 09/95 HOLE, MONTES & AS CD-1381 1259 1,463.28 14,721.28 ENGINNEER FEES - GOODLAND
14,721.28 ---ENDING BALANCE---
---------- ----------
TOTAL DEBITS- 677,395.14
TOTAL CREDITS- 587,673.76
</TABLE>
<PAGE> 33
FGC PELICAN, INC.
BALANCE SHEET
AS AT 2/29/96
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
NOTE RECEIVABLE - CS CORPORATION $100,000
MORTGAGE RECEIVABLE - CS CORPORATION 800,000
ACCRUED INTEREST RECEIVABLE - CS CORP. 19,025
DUE FROM AFFILIATES 100
--------
TOTAL ASSETS $919,125
========
LIABILITIES
DEFERRED INCOME $100,000
MORTGAGE PAYABLE-GULF COAST NATIONAL 800,000
ACCRUED INTEREST PAYABLE 16,307
--------
TOTAL LIABILITIES 916,307
STOCKHOLDERS EQUITY
COMMON STOCK 100
PAID IN CAPITAL
RETAINED EARNINGS
NET INCOME CURRENT PERIOD 2,718
--------
TOTAL STOCKHOLDERS EQUITY 2,818
TOTAL LIABILITIES & STOCKHOLDERS EQUITY $919,125
========
</TABLE>
<PAGE> 34
FGC PELICAN, INC.
STATEMENT OF INCOME & EXPENSES
FOR THE TWO MONTH PERIOD ENDED 2/29/96
(UNAUDITED)
<TABLE>
<CAPTION>
INCOME
<S> <C>
INTEREST AND OTHER INCOME $19,025
-------
TOTAL INCOME $19,025
EXPENSES
INTEREST $16,307
-------
TOTAL EXPENSES $16,307
-------
NET INCOME (LOSS) $ 2,718
=======
</TABLE>
<PAGE> 35
FGC REALTY, INC.
BALANCE SHEET
AS AT 2/29/96
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CASH $ 10.96
PROPERTY & EQUIPMENT - NET 1,348.00
DUE FROM SUNSET VILLAS L.P. 100.00
DUE FROM SUNSET VILLAS, INC. 100.00
---------
TOTAL ASSETS $1,558.96
=========
LIABILITIES
ACCOUNTS PAYABLE $7,624.67
NOTES PAYABLE - WILLIAM KLOHN 3,698.35
DUE TO ISLE OF CAPRI ASSOCIATES 57,301.19
---------
TOTAL LIABILITIES 68,624.21
STOCKHOLDERS EQUITY
COMMON STOCK 100.00
PAID IN CAPITAL
RETAINED EARNINGS (47,235.90)
NET INCOME CURRENT PERIOD (19,929.35)
----------
TOTAL STOCKHOLDERS EQUITY (67,065.25)
----------
TOTAL LIABILITIES & STOCKHOLDERS EQUITY $ 1,558.96
==========
</TABLE>
<PAGE> 36
F G C REALTY
ACCOUNTS PAYABLE AS AT
2/29/96
-------
WILLIAM KLOHN 474.15
JACK & JILL 48.85
BRANCH POST OFFICE 255.00
FPL 114.11
PITNEY BOWES 19.00
GTE MOBILNET 2,758.29
GRAT AMERICAN LEASING 261.45
UNIVERSAL ENGINEERING 2,200.00
MAIL STATION COURIER 26.00
LDDS COMMUNICATIONS 870.42
UNITED TELEPHONE 243.50
FEDEX 158.90
SPEEDY BLUE 54.80
HAWKS CAY MARINA 17.79
GUARDIAN 122.41
--------
TOTAL ACCOUNTS PAYABLE 7,624.67
<PAGE> 37
FGC REALTY, INC.
STATEMENT OF INCOME & EXPENSES
FOR THE TWO MONTH PERIOD ENDED 2/29/96
(UNAUDITED)
INCOME
INTEREST AND OTHER INCOME $ 1,963.01
----------
TOTAL INCOME 1,963.01
EXPENSES
GENERAL ADMINISTRATIVE 6,668.75
PAYROLL 14,278.86
RENT 944.75
----------
TOTAL EXPENSES 21,892.36
----------
NET INCOME(LOSS) ($19,929.35)
<PAGE> 38
SUNSET VILLAS, INC.
BALANCE SHEET
AS AT 2/29/96
(UNADUITED)
ASSETS
CASH $ 394.75
CAPITALIZED COSTS 346,325.43
DUE FROM DEV-TEC 201,681.65
-----------
TOTAL ASSETS $548,401.83
===========
LIABILITIES
ACCOUNTS PAYABLE $ 23,712.21
ACCRUED INTEREST 73,482.73
NOTES PAYABLE - RELATED PARTIES 515,000.00
DUE TO SUNSET VILLAS 100.00
DUE TO FLORILAND MALL 8,517.92
-----------
TOTAL LIABILITIES 620,812.86
STOCKHOLDERS EQUITY
COMMON STOCK 100.00
PAID IN CAPITAL
RETAINED EARNINGS (56,082.38)
NET INCOME CURRENT PERIOD (16,328.65)
-----------
TOTAL STOCKHOLDERS EQUITY (72,311.03)
-----------
TOTAL LIABILITIES & STOCKHOLDERS EQUITY $548,501.83
===========
<PAGE> 39
SUNSET VILLAS, INC.
STATEMENT OF INCOME & EXPENSES
FOR THE TWO MONTH PERIOD ENDED 2/29/96
(UNAUDITED)
INCOME
INTEREST AND OTHER INCOME $3,989.16
-----------
TOTAL INCOME 3,989.16
EXPENSES
INTEREST EXPENSE 20,317.81
-----------
TOTAL EXPENSES 20,317.81
NET INCOME(LOSS) ($16,328.65)
===========
<PAGE> 40
ACCOUNTS PAYABLE
WILLIAM KLOHN 1,050.71
J. STEPHEN CRAWFORD 85.57
HAWKS CAY RESORT 13,612.24
BACKUS TURNER 2,206.00
JERRY OUTDOOR ADVERTISING 2,150.00
ACKERLY COMMUNICATION OF FLORIDA 4,250.00
EVANS GROUP 272.89
WARNER PHOTOGRAPHY 84.80
---------
TOTAL ACCOUNTS PAYABLE 2105 23,712.21
<PAGE> 41
General Ledger -- SUNSET VILLAS 03/25/96
<TABLE>
<CAPTION>
ACCT PPTY # DESCRIPTION TRAN # REFERENC DEBIT CREDIT BALANCE REMARKS
- ---- ------ ----------- -------- -------- ----- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
4140 MANAGEMENT FEES DEBIT 0.00 ---BALANCE FORWARD---
SV 08/09/95 08/95 DEVTEC CORPORATI CD-1153 1041R 34,500.00 34,500.00 Mgmt fee 6/95-8/95
SV 09/19/95 09/95 DEVTEC CORPORATI CD-1422 1060 11,500.00 46,000.00 SEPTEMBER MGMT FEE
46,000.00 ---ENDING BALANCE---
SALARIES DEBIT
4230 SV 01/23/95 01/95 REID PARKER CD-1120 1012R 1,250.00 1,250.00 SALES MANAGER SALARY
SV 01/28/95 01/95 REID PARKER CD-1128 1014R 1,250.00 2,500.00 SALARY
SV 02/03/95 02/95 REID PARKER CD-1131 1018R 1,250.00 3,750.00 salary
SV 02/10/95 02/95 REID PARKER CD-1132 1019R 1,250.00 5,000.00 salary
SV 02/17/95 02/95 REID PARKER CD-1133 1025R 1,250.00 6,250.00 salary
SV 02/24/95 02/95 REID PARKER CD-1135 1027R 1,250.00 7,500.00 salary
SV 03/03/95 03/95 REID PARKER CD-1141 1033R 1,250.00 8,750.00 salaries
SV 03/17/95 03/95 REID PARKER CD-1144 1036R 1,250.00 10,000.00 salary
SV 03/17/95 03/95 REID PARKER CD-1145 1037R 1,250.00 11,250.00 salary 3/10
SV 03/24/95 03/95 REID PARKER CD-1147 1039R 1,250.00 12,500.00 salary
0.00 --ENDING BALANCE--
5120 BANK CHARGES DEBIT 0.00 --BALANCE FORWARD--
SV 01/01/95 01/95 BARNETT BANK CD-1110 WIRER 41.51 41.51 CHECK ORDER
SV 01/18/95 01/95 BARNETT BANK CD-1115 WIRER 10.00 51.51 WIRE FEES
SV 01/23/95 01/95 BARNETT BANK CD-1121 wireR 15.00 66.51 BANK CHARGES
SV 04/28/95 04/95 BARNETT BANK CD-1149 feeR 13.00 79.51 bank charges april
SV 05/31/95 05/95 BARNETT BANK CD-1150 feeR 13.00 92.51 bank charges May
SV 06/28/95 06/95 BARNETT BANK CD-1151 feeR 13.00 105.51 bank charge June
SV 07/28/95 07/95 BARNETT BANK CD-1152 feeR 13.00 118.51 bank charges - July
SV 01/24/95 01/95 BARNETT BANK CD-1168 feeR 15.00 133.51 bank chg
SV 08/07/95 08/95 BARNETT BANK CD-1387 FEER 10.00 143.51 WIRE FEE
SV 09/29/95 09/95 BARNETT BANK CD-1557 chgs 15.00 158.51 bank charges -September
SV 02/05/96 01/96 GJ-2966 13.00 171.51 1/96 SERVICE CHARGE-BARNETT
51.00 ---ENDING BALANCE---
5130 CONSULTING FEES DEBIT 0.00 ---BALANCE FORWARD---
SV 01/01/95 01/95 PHIL REID CD-1119 1011R 1,923.24 1,923.24 CONSULTING
SV 02/17/95 02/95 PHIL REID CD-1127 1024R 961.17 2,884.41 CONSULTING
SV 01/28/95 01/95 PHIL REID CD-1129 1015R 961.67 3,846.08 CONSULTING
SV 02/24/95 02/95 PHIL REID CD-1136 1028R 961.17 4,807.25 Consulting
SV 03/03/95 03/95 PHIL REID CD-1140 1032R 961.17 5,768.42 Consulting
SV 02/01/95 02/95 PHIL REID CD-1166 1017R 961.17 6,729.59 Consultant
SV 02/10/95 02/95 PHIL REID CD-1167 1020R 961.17 7,690.76 Consultant
0.00 ---ENDING BALANCE---
5170 LEGAL FEES DEBIT 0.00 ---BALANCE FORWARD---
SV 01/01/95 01/95 J. STEPHEN CRAWF CD-1106 86R 497.50 497.50 legal fees
SV 01/18/95 01/95 J. STEPHEN CRAWF CD-1113 1005R 5,000.00 5,497.50 CONDO DOCS
SV 08/09/95 08/95 DEVTEC CORPORATI CD-1154 1042R 28,491.84 33,989.34 reimb for expenses paid by
</TABLE>
<PAGE> 42
PAGE 2
<TABLE>
<CAPTION>
ACCT PPTY # DESCRIPTION TRAN # REFERENC DEBIT CREDIT BALANCE REMARKS
- ---- ------ ------------------------------- ------- -------- ---------- --------- ---------- ---------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SV 08/10/95 08/95 EDWARDs & ANGELL CD-1159 1047R 3,000.00 36,989.34 legal fee
SV 09/27/95 09/95 EDWARDs & ANGELL CD-1270 1064 780.04 37,769.38 LEGAL EXPENSES MAY
SV 12/31/95 12/95 GJ-2728 15,524.01 53,293.39 To Adjust Accounts Payable
47,795.89 ---ENDING BALANCE---
5171 ACCOUNTING FEES-COOPERS DEBIT 0.00 ---BALANCE FORWARD---
SV 09/30/95 09/95 GJ-1739 2,895.00 2,895.00 TO RECORD ACCOUNTS PAYABLE
SV 12/31/95 12/95 GJ 2725 2,895.00 0.00 Reverse JE#1739 Correct
SV 12/31/95 12/95 GJ-2729 2,895.00 2,895.00 To adjust accounts payable
2,895.00 ---ENDING BALANCE---
5173 PROFESSIONAL FEES-OTHER DEBIT 0.00 ---BALANCE FORWARD---
SV 01/01/95 01/95 GBSH ARCHITECT CD-1109 1002R 6,027.08 6,027.08 PROFF FEES
SV 01/19/95 01/95 THOMAS WIEMER, A CD-1117 1009R 3,000.00 9,027.08 REMODEL OFFICE
SV 01/19/95 01/95 LEWIS ENVIRONMENT CD-1118 1010R 900.00 9,927.08 PROFF FEES - SURVEY
SV 02/27/95 02/95 THOMAS WIEMER, A CD-1139 1031R 201.09 10,128.17 proff fees
SV 09/01/95 09/95 H. J. ROSS ASSOC CD-1556 1055 1,088.24 11,216.41 Engineer
SV 11/01/95 11/95 H. J. ROSS ASSOC CD-2112 1070 100.00 11,316.41 SII-50210
SV 12/30/95 12/95 GJ-2713 5,325.79 16,642.20 TO CORRECT ADV TO PROFF FE
6,514.03 ---ENDING BALANCE---
5175 LICENSES, PERMITS & FEES DEBIT 0.00 ---BALANCE FORWARD---
SV 08/23/95 08/95 DEVTEC CORPORATI CD-1157 1050R 200.00 200.00 Corp renewal reimb & meals
200.00 ---ENDING BALANCE---
5180 MEALS & ENTERTAINMENT DEBIT 0.00 ---BALANCE FORWARD---
SV 01/19/95 01/95 HAWKS CAY RESORT CD-1116 1007R 1,223.32 1,223.32 MEALS & ROOM
SV 08/23/95 08/95 DEVTEC CORPORATI CD-1157 1050R 47.66 1,270.98 Corp renewal reimb & meals
SV 09/30/95 09/95 GJ-1739 2,331.94 3,602.92 TO RECORD ACCOUNTS PAYABLE
SV 11/01/95 11/95 HAWKS CAY RESORT CD-2063 1072 1,747.19 5,350.11 MEALS/LODGING - KLOHN
SV 11/01/95 11/95 HAWKS CAY RESORT CD-2064 1075 584.75 5,934.86 HEATON COMPANIES
SV 11/01/95 11/95 HAWKS CAY RESORT CD-2114 1074 159.78 6,094.64 Reid Parker - August127337
SV 12/31/95 12/95 GJ-2725 2,331.94 3,762.70 Reverse JE#1739 Correct
2,539.38 ---ENDING BALANCE---
5185 MISCELLANEOUS DEBIT 0.00 ---BALANCE FORWARD---
SV 01/18/95 01/95 PHIL REID CD-1114 1006R 26.61 26.61 MISC RENDERINGS
SV 02/10/95 02/95 PHIL REID CD-1124 1021R 184.11 210.72 MISC EXP REIMB
SV 01/31/95 01/95 REID PARKER CD-1130 1016R 243.63 454.35 MISC EXP
SV 02/17/95 02/95 REID PARKER CD-1134 1026R 223.25 677.60 misc expenses
SV 02/24/95 02/95 REID PARKER CD-1137 1029R 275.00 952.60 misc exp
SV 02/27/95 02/95 PHIL REID CD-1138 1030R 66.48 1,019.08 misc expenses
SV 03/03/95 03/95 REID PARKER CD-1142 1034R 274.62 1,293.70 misc expense
SV 03/20/95 03/95 REID PARKER CD-1146 1038R 40.00 1,333.70 misc expense
SV 08/09/95 08/95 DEVTEC CORPORATI CD-1154 1042R 700.00 2,033.70 reimb for expenses paid by
SV 08/25/95 08/95 GJ-1169 892.83 1,140.87 to increase cash because
SV 08/08/95 08/95 DEVTEC CORPORATI CD-1388 1042R 600.00 540.87 TO CORRECT CK #1042
SV 08/30/95 08/95 GJ-1394 892.83 1,433.70 to reverse adjustment
</TABLE>
<PAGE> 43
PAGE 3
<TABLE>
<CAPTION>
ACCT PPTY # DESCRIPTION TRAN # REFERENC DEBIT CREDIT BALANCE REMARKS
- ---- ------ ------------------------------- ------- -------- ---------- --------- --------- ---------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SV 09/30/95 09/95 GJ-1738 497.28 1,930.98 RO RECORD ACCOUNTS PAYABLE
SV 09/30/95 09/95 GJ-1739 85.57 2,016.55 TO RECORD ACCOUNTS PAYABLE
SV 11/01/95 11/95 ART DANNE CD-2108 1073 248.64 2,265.19 Reimb for expenses
SV 12/31/95 12/95 GJ-2724 497.28 1,767.91 Reverse JE#1738/correct
SV 12/31/95 12/95 GJ-2725 85.57 1,682.34 Reverse JE#1739 Correct
SV 12/31/95 12/95 GJ-2729 85.57 1,767.91 To adjust accounts payable
434.21 ---ENDING BALANCE---
5190 OFFICE SUPPLY & PRINTING DEBIT 0.00 ---BALANCE FORWARD---
SV 12/31/95 12/95 GJ-2729 84.80 84.80 To adjust accounts payable
84.80 ---ENDING BALANCE---
5195 COPIER EXPENSE DEBIT 0.00 ---BALANCE FORWARD---
SV 09/30/95 09/95 GJ-1738 37.97 37.93 RO RECORD ACCOUNTS PAYABLE
SV 12/31/95 12/95 GJ-2724 37.97 0.00 Reverse JE#1738/correct
0.00 ---ENDING BALANCE---
5250 TELEPHONE DEBIT 0.00 ---BALANCE FORWARD---
SV 01/23/95 01/95 BELL SOUTH CD-1122 1013R 335.00 335.00 PHONE DEPOSIT
SV 03/07/95 03/95 BELL SOUTH CD-1143 1035R 385.18 720.18 telephone
SV 03/24/95 03/95 BELL SOUTH CD-1148 1040R 98.00 818.18 telephone
SV 08/23/95 08/95 A T & T CD-1161 1051R 16.92 835.10 telephone
16.92 ---ENDING BALANCE---
5260 TRAVEL DEBIT 0.00 ---BALANCE FORWARD---
SV 08/23/95 08/95 WILLIAM S. WALLA CD-908 1048R 194.58 194.58 KLOHN - TRAVEL EXPENSE
194.58 ---ENDING BALANCE---
5270 LOAN CLOSING COSTS DEBIT 0.00 ---BALANCE FORWARD---
SV 09/30/95 09/95 GH-2615 SV-1 6,164.00 6,164.00 TO RECORD LOAN CLOSING COS
6,164.00 ---ENDING BALANCE---
5275 PENALTIES DEBIT 0.00 ---BALANCE FORWARD---
SV 12/31/95 12/95 GJ-2729 37.97 37.97 To adjust accounts payable
37.97 ---ENDING BALANCE---
5410 ADVERTISING - PRINT DEBIT 0.00 ---BALANCE FORWARD---
SV 08/23/95 08/95 BACKUS TURNER IN CD-914 1054R 2,451.79 2,451.79 ADVERTISING MARCH & APRIL
SV 01/01/95 01/95 THE EVANS GROUP CD-1107 87R 10,600.00 13,051.79 advertising
SV 01/01/95 01/95 THE EVANS GROUP CD-1108 88R 5,000.00 18,051.79 ads
SV 02/10/95 02/95 BACKUS TURNER IN CD-1125 1022R 5,000.00 23,051.79 ADS
SV 02/10/95 02/95 THE EVANS GROUP CD-1126 1023R 10,600.00 33,651.79 ADS
SV 08/23/95 08/95 F.G.C. REALTY IN CD-1160 1049R 10,314.00 43,965.79 reimb for ads paid to
SV 08/23/95 08/95 HAWKS CAY RESORT CD-1162 1052 235.94 44,201.73 for gift certs
SV 08/23/95 08/95 THE EVANS GROUP CD-1163 1053R 354.46 44,556.19 Advertising
SV 09/07/95 09/95 ACKERLEY COMM. O CD-1265 1056 2,125.00 46,681.19 ADVERTISING - BILLBOARD
SV 09/07/95 09/95 ACKERLEY COMM. O CD-1265 1056 2,125.00 48,806.19 ADVERTISING - BILLBOARD
SV 09/07/95 09/95 ACKERLEY COMM. O CD-1266 1056 2,125.00 50,931.19 ADVERTISING - JUNE 95
</TABLE>
<PAGE> 44
<TABLE>
<CAPTION>
ACCT PPTY # DESCRIPTION TRAN # REFERENC DEBIT CREDIT BALANCE REMARKS
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SV 09/15/95 09/95 JERRY OUTDOOR AD CD-1271 1058 1,075.00 52,006.19 ADVERTISING - BILLBOARD
SV 09/15/95 09/95 JERRY OUTDOOR AD CD-1350 1058 1,075.00 53,081.19 AUGUST & SEPTEMBER ADS
SV 09/15/95 09/95 JERRY OUTDOOR AD CD-1350 1058 1,075.00 54,156.19 AUGUST & SEPTEMBER ADS
SV 09/07/95 09/95 ACKERLEY COMM. O CD-1372 1056 2,125.00 56,281.19 Advertising August 95
SV 09/08/95 09/95 BACKUS TURNER IN CD-1375 1057 2,757.40 59,038.59 Advertising comm/Ackerley
SV 09/15/95 09/95 BACKUS TURNER IN CD-1399 1059 15.75 59,054.34 ADVERTISING
SV 09/15/95 09/95 BACKUS TURNER IN CD-1400 1059 2,380.28 61,434.62 ADVERTISING - 11251
SV 09/25/95 09/95 ACKERLEY COMM O. CD-1403 1062 2,125.00 63,559.62 ADVERTISING - SEPTEMBER
SV 09/25/95 09/95 THE EVANS GROUP CD-1417 1063 4,575.00 68,134.62 PROJECT #25794-1
SV 09/23/95 09/95 THE EVANS GROUP CD-1446 1063 309.60 68,444.22 INVOICE #18221
SV 09/25/95 09/95 THE EVANS GROUP CD-1447 1063 86.25 68,530.47 18316
SV 11/01/95 11/95 ACKERLEY COMM. O CD-2122 1076 2,125.00 70,655.47 INVOICE #300-38152
SV 11/01/95 11/95 JERRY OUTDOOR AD CD-2123 1077 1,075.00 71,730.47 OCTOBER ADV
SV 11/01/95 11/95 BACKUS TURNER IN CD-2144 1071 1,087.19 72,817.66 ADVERTISING MARCH/APRIL
SV 12/30/95 12/95 GJ-2713 354.94 72,462.72 TO CORRECT ADV TO PROFF FE
SV 12/30/95 12/95 GJ-2713 4,575.00 67,887.72 TO CORRECT ADV TO PROFF FE
SV 12/30/95 12/95 GJ-2713 309.60 67,578.12 TO CORRECT ADV TO PROFF FE
SV 12/30/95 12/95 GJ-2713 86.25 67,491.87 TO CORRECT ADV TO PROFF FE
SV 12/31/95 12/95 GJ-2728 8,878.89 76,370.76 TO Adjust Accounts Payable
---ENDING BALANCE---
---------- ---------
TOTAL DEBITS- 241,277.06
TOTAL CREDITS- 12,666.38
</TABLE>
<TABLE>
<S> <C>
46,000.00
12,500.00
171.51
7,690.76
53,293.39
12,895.00
16,642.20
3,200.00
3,762.70
1,767.91
84.80
835.10
194.58
6,164.00
37.97
76,370.76
228,610.68
(13.00)
228,597.68
228,597.68
30,000.00
40,733.55
8,517.92
25,000.00
12,000.00
12,000.00
356,849.15
==========
(10,532.72)
----------
$346,325.43
===========
</TABLE>
- --------------------------
Legal Bills. E+A Paid by D.T.
Payment/A/P. Hank ? Invested
Paid by Floriland
Klohn - ?????
R. Parham Salary Payments
Klohn ? ? Transactions
<PAGE> 45
VENDOR LEDGER 03/25/96
<TABLE>
<CAPTION>
TRAN VENDOR VENDOR NAME
NUM REFERENCE DATED POSTED PPTY # PROPERTY ADDRESS AMOUNT ACCOUNT NAME REMARKS
- --- --------- ----- ------ ------ ---------------- ------ ------------ -------
HC HAWKS CAY INVESTORS LIMIT
-- -------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
853 1161 07/27/95 07/95 DT DEV - TECH CORP 12,500.00 EQUITY - SUNSET/HA 50% Investment Expenses
2626 1434 12/12/95 12/95 DT DEV - TECH CORP 14,621.31 INTERCOMPANY-SUNSE EXPENSES ON HAWKS CAY
3025 11/21/95 SV SUNSET VILLAS 7,762.00 EQUITY - SUNSET/HA 50% EXPENSE
3062 12/19/95 SV SUNSET VILLAS 2,616.69 EQUITY - SUNSET/HA 50% EXPENSES/Investment
3063 12/19/95 SV SUNSET VILLAS 3,233.55 EQUITY - SUNSET/HA 100% EXPENSES
---------
40,733.55
---------
TOTAL PAYABLES 40,733.55
TOTAL UNPAID BILLS 13,612.24
Past Due - over 90 days 13,612.24
Past Due - 60 to 90 days 0.00
Past Due - 30 to 60 days 0.00
Past Due - 1 to 30 days 0.00
</TABLE>
