EXHIBIT A
SEPARATION AGREEMENT AND MUTUAL RELEASE
This Separation Agreement and Mutual Release ("Agreement") is made effective
this 27th day of July, 2000 by, between and among the following parties
(collectively called "the parties"): Barry Vichnick, an individual resident of
California ("Vichnick"); Allen Nelson, an individual resident of California
("NelsonA"); Gary Andersen, an individual resident of California ("Andersen");
Alan Walker, an individual resident of California ("Walker"); Vaughn Nelson, an
individual resident of Utah ("NelsonV"); The Professional Wrestling Alliance,
Inc., a Nevada Corporation ("Nevada Corporation"); Professional Wrestling
Alliance Corporation, a Delaware corporation ("Delaware Corporation"); and
Hudson Consulting Group, Inc., a corporation with principal offices in Utah
("Hudson"); with respect to the following:
RECITALS
WHEREAS, Vichnick, NelsonA, Andersen, Walker & NelsonV desire to resign
their positions as officers and directors of the Delaware Corporation; and to
separate their interests in the Nevada Corporation from those of the Delaware
Corporation; and to obtain a release of all claims which the Delaware
Corporation, its stockholders or Hudson or any other individuals may ever assert
against Vichnick, NelsonA, Andersen, Walker & NelsonV or the Nevada Corporation;
and to give the Delaware Corporation and Hudson a release of all claims which
Vichnick, NelsonA, Andersen, Walker & NelsonV or the Nevada Corporation may ever
assert against them; all with the intent of allowing Vichnick, NelsonA,
Andersen, Walker & NelsonV and the Nevada Corporation to continue to pursue
their business plans without further interference, control or financial
remuneration by and to the Delaware Corporation and any other shareholders.
WHEREAS, the Nevada Corporation desires to separate itself and its business
operations and financial interests from the Delaware Corporation; and to obtain
a release of all claims which the Delaware Corporation or Hudson may ever assert
against the Nevada Corporation; and to give the Delaware Corporation and Hudson
a release of all claims which the Nevada Corporation may ever assert against
them; all with the intent of allowing the Nevada Corporation to continue to
pursue its business plans (including but not limited to the "Rock and Wrestling"
business plans) without further interference, control or financial remuneration
by and to the Delaware Corporation and its shareholders.
WHEREAS, the Delaware Corporation desires to separate itself and its
business operations and financial interests from the Nevada Corporation; and to
obtain a release of all claims which the Nevada Corporation or Vichnick,
NelsonA, Andersen, Walker & NelsonV may ever assert against it; and to give the
Nevada Corporation and Vichnick, NelsonA, Andersen, Walker & NelsonV a release
of all claims which it may ever assert against them; all with the intent of
finding a different business or assets to acquire which will increase the value
to its shareholders.
WHEREAS, Hudson desires to have the Delaware Corporation separate itself
and its business operations and financial interests from the Nevada Corporation;
and to obtain a release of all claims which the Nevada Corporation or Vichnick,
NelsonA, Andersen, Walker & NelsonV may ever assert against Hudson; and to give
the Nevada Corporation and Vichnick, NelsonA, Andersen, Walker & NelsonV a
release of all claims which Hudson may ever assert against them; all with the
intent of increasing the value of its share holdings in the Delaware
Corporation, and with the further intent that there shall never be financial
expectations by Hudson, the Delaware Corporation, or its shareholders from any
"Rock and Wrestling" events and that Hudson and the Delaware Corporation shall
never use the name Rock & Wrestling to assist and increase their profits or
share prices.
Page 5 of 16
<PAGE>
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged by all parties, the
parties hereby agree as follows:
1. Purchase and Sale of Vichnick's Stock
Upon the terms and conditions contained herein, Vichnick agrees to sell,
and the Delaware Corporation agrees to buy, Eleven Million Seven Hundred Fifty
Thousand (11,750,000) shares of the common stock of the Delaware Corporation
(hereafter, "Vichnick's Delaware Shares"); in exchange, the Delaware Corporation
will return to Vichnick all of his shares in the Nevada Corporation (hereafter,
"Vichnick's Nevada Shares"), representing 30% of the total ownership of the
Nevada Corporation, which price all of the parties agree is fair and reasonable.
2. Purchase and Sale of NelsonA's Stock.
Upon the terms and conditions contained herein, NelsonA agrees to sell, and
the Delaware Corporation agrees to buy, an additional Eleven Million Seven
Hundred Fifty Thousand (11,750,000) shares of the common stock of the Delaware
Corporation (hereafter, "NelsonA's Delaware Shares"); in exchange, the Delaware
Corporation will return to NelsonA all of his shares in the Nevada Corporation
(hereafter, "NelsonA's Nevada Shares"), representing 25% of the total ownership
of the Nevada Corporation, which price all of the parties agree is fair and
reasonable.
3. Delivery of Stock and Stock Powers by Vichnick and NelsonA.
On the same day as the execution of this Agreement ("Closing"), Vichnick
and NelsonA each agree that they shall deliver Vichnick's Delaware Shares and
NelsonA's Delaware Shares (including but not limited to all certificates
representing ownership of the shares), as well as signed stock powers for those
shares, to the Delaware Corporation at the following address: 268 West 400
South, Suite 300, Salt Lake City, Utah 8410, Attn: BonnieJean C. Tippetts. Due
to the fact that certificates were never created to represent Vichnick's Nevada
Shares and NelsonA's Nevada Shares, Vichnick and NelsonA hereby agree that
execution of this Agreement shall constitute full and complete delivery of all
ownership in the Nevada Shares to each of them.
4. Representations and Warranties of the Delaware Corporation: The Delaware
Corporation represents and warrants that:
a. The Delaware Corporation is acquiring Vichnick's Delaware Shares and
NelsonA's Delaware Shares solely in order to cancel them. Upon
execution of this Agreement, Vichnick's Delaware Shares and NelsonA's
Delaware Shares will be canceled.
b. That the Delaware Corporation (formerly known as Jutland Enterprises,
Inc.) will make it known to its shareholders that it is, by this
agreement, terminating its relationship with the Nevada Corporation
and with professional wrestling-related activities in general, that it
is allowing the Nevada Corporation and Vichnick, NelsonA, Andersen,
Walker & NelsonV to keep all rights to the Professional Wrestling
Alliance name and all business derived therefrom; that the Delaware
Corporation will change its name back to Jutland Enterprises, Inc.,
and that
Page 6 of 16
<PAGE>
Vichnick, NelsonA, Andersen, Walker & NelsonV and the Nevada
Corporation will not be required to deal with any now or existing
shareholders.
c. That the Delaware Corporation will change its name from "Professional
Wrestling Alliance Corporation" into some other name as soon as legal
and lawful approval of a majority of its shareholder can be obtained
in compliance with SEC regulations and applicable law.
d. The Delaware Corporation recognizes that Vichnick and NelsonA own
properties and assets to carry on business related to professional
wrestling and a related, unlimited series of "Rock and Wrestling"
events, and there shall be no expectations for rewards, monies,
credit, or ownership by the Delaware Corporation.
5. Representations and Warranties of Vichnick and NelsonA. Vichnick and
NelsonA each represent and warrant on their own behalf that:
a Vichnick and NelsonA are each individual and bona fide residents
of the State of California.
b. Vichnick and NelsonA each have all necessary power, capacity, and
authority under the laws of California and under all other
applicable provisions of law to own his properties and other
assets now owned by him, to carry on his business as it is now
being conducted, and to execute and deliver and carry out the
provisions of this Agreement.
c. All necessary action on the part of Vichnick and NelsonA required
for the lawful execution and delivery of this Agreement and the
delivery of the Delaware Shares has been duly and effectively
taken. Upon execution and delivery, this Agreement will
constitute a valid and binding obligation of Vichnick and
NelsonA, enforceable in accordance with its terms, except as the
enforceability may be limited by applicable bankruptcy,
insolvency or similar laws and judicial decisions affecting
creditors' rights generally.
d. Vichnick's Delaware Shares (11,750,000 shares of common stock of
the Delaware Corporation) equal all of the shares Vichnick
currently holds in the Delaware Corporation, and NelsonA's
Delaware Shares (11,750,000 shares of common stock of the
Delaware Corporation) equal all of the shares NelsonA currently
holds in the Delaware Corporation.
6. Survival of Representations, Warranties and Covenants. The representations,
warranties and covenants made by any party in this Agreement shall survive
the purchase and sale of the Delaware Shares (both Vichnick's and
NelsonA's) and the Nevada Shares (both Vichnick's and NelsonA's).
7. Transfer Agent Instructions. The Delaware Corporation will instruct its
transfer agent to cancel one or more stock certificates representing the
Delaware Shares as set forth in Section 1 above, upon execution of this
Agreement.
8. Independent Legal & Financial Advice. All parties to this Agreement hereby
acknowledge and agree that Hudson is not a law firm or an accounting firm.
Hudson employs lawyers and accountants to counsel Hudson on its agreements.
No party to this Agreement (other than Hudson) has or will rely on any
legal or financial representation of Hudson. Each party to this agreement
(other than Hudson) has and will continue to seek independent legal and
financial advice regarding all material aspects of the transactions
contemplated by this Agreement, including the review of all documents
arising from or relating to this Agreement.
Page 7 of 16
<PAGE>
Each party to this Agreement recognizes that the attorneys, accountants and
other personnel employed by Hudson represent solely the interests of
Hudson, and that no representation or warranty has been given to any other
party by Hudson as to any legal, tax, accounting, financial or other aspect
of the transactions contemplated by this Agreement.
9. Remedies. Each party to this Agreement acknowledges that in the event of a
breach of this Agreement by any party, money damages would be inadequate,
and the non-breaching party would have no adequate remedy at law.
Accordingly, in the event of any controversy concerning the rights or
obligations under this Agreement, such rights or obligations shall be
enforceable in a court of equity by a decree of specific performance. Such
remedy, however, shall be cumulative and non-exclusive and shall be in
addition to any other remedy to which the parties may be entitled.
10. Agreement to Allow Cancellation of Stock Certificates. Vichnick, NelsonA,
Andersen, Walker & NelsonV, and the Nevada Corporation agree to allow the
Delaware Corporation to cancel any stock certificates representing
ownership of the Delaware Shares.
11. Agreement to Resign as Officer and Director. Vichnick, NelsonA, Andersen,
Walker & NelsonV hereby agree to sign a document (satisfactory to the
Delaware Corporation and Hudson), evidencing their resignations as officers
and directors of the Delaware Corporation, within 3 business days of
signing this Agreement. Such written document will represent unanimous
written consent by the Board of Directors, without a meeting, to the
resignation of the aforementioned persons and shall also manifest their
written consent to the appointment of BonnieJean C. Tippetts as President,
Secretary, Treasurer, and Director of the Delaware Corporation and will
also consent to the appointment of David Michael Wolfson and Gisela
Tippetts as directors of the Delaware Corporation.
12. General Release and Waiver By Vichnick, NelsonA, Andersen, Walker &
NelsonV. Vichnick, NelsonA, Andersen, Walker & NelsonV, each on their own
behalf, hereby manifest by their signatures at the end of this document
that each of them does knowingly and voluntarily release, waive, and give
up any and all claims (civil, criminal, administrative, or other) which any
one of them, or any combination of them, may have against any other party
to this Agreement. This release applies to all claims and rights, including
those of which Vichnick, NelsonA, Andersen, Walker & NelsonV may not be
aware at this time, as well as those not mentioned specifically in this
Release. This Release applies to all claims and rights arising from or
related to anything which has happened among the parties in the past, at
present, or in the future. Without limiting the generality of the foregoing
waiver and release, Vichnick, NelsonA, Andersen, Walker & NelsonV
specifically release any claim arising from or related to the following:
(a) Vichnick's Delaware Shares or NelsonA's Delaware Shares; (b) Vichnick's
Nevada Shares or NelsonA's Nevada Shares; (c) the Stock Acquisition
Agreement dated 11/23/99 between Jutland Enterprises and (among others)
Barry Vichnick and Allen Nelson (copy attached as Exhibit A to this
Agreement). This release is all encompassing for all time.
13. General Release and Waiver by the Nevada Corporation. The Nevada
Corporation hereby knowingly and voluntarily releases, waives, and gives up
any and all claims (civil, criminal, administrative, or other) which it may
have against any other party to this Agreement. This release applies to all
claims and rights, including those of which the Nevada Corporation may not
be aware at this time, as well as those not mentioned specifically in this
Release. This Release applies to all claims and rights arising from or
related to anything which has happened among the parties, in the past, at
present, or in the future. Without limiting the generality of the foregoing
waiver and release, The Nevada Corporation specifically releases any claim
arising from or related to the following: (a) Vichnick's Delaware Shares or
NelsonA's Delaware Shares;
Page 8 of 16
<PAGE>
(b) Vichnick's Nevada Shares or NelsonA's Nevada Shares; (c) the Stock
Acquisition Agreement dated 11/23/99 between Jutland Enterprises and (among
others) Barry Vichnick and Allen Nelson (copy attached as Exhibit A to this
Agreement). This Release is all encompassing for all time.
14. General Release and Waiver by the Delaware Corporation. The Delaware
Corporation hereby knowingly and voluntarily releases, waives, and gives up
any and all claims (civil, criminal, administrative, or other) which it may
have against any other party to this Agreement. This release applies to all
claims and rights, including those of which the Delaware Corporation may
not be aware at this time, as well as those not mentioned specifically in
this Release. This Release applies to all claims and rights arising from or
related to anything which has happened among the parties, in the past, at
present, or in the future. Without limiting the generality of the foregoing
waiver and release, The Delaware Corporation specifically releases any
claim arising from or related to the following: (a) Vichnick's Delaware
Shares or NelsonA's Delaware Shares; (b) Vichnick's Nevada Shares or
NelsonA's Delaware Shares; (c) the Stock Acquisition Agreement dated
11/23/99 between Jutland Enterprises and (among others) Barry Vichnick and
Allen Nelson (copy attached as Exhibit A to this Agreement). This Release
is all encompassing for all time.
15. General Release and Waiver by Hudson. Hudson hereby knowingly and
voluntarily releases, waives, and gives up any and all claims (civil,
criminal, administrative, or other) which it may have against any other
party to this Agreement. This release applies to all claims and rights,
including those of which Hudson may not be aware at this time, as well as
those not mentioned specifically in this Release. This Release applies to
all claims and rights arising from or related to anything which has
happened among the parties, in the past, at present, or in the future.
Without limiting the generality of the foregoing waiver and release, Hudson
specifically releases any claim arising from or related to the following:
(a) Vichnick's Delaware Shares or NelsonA's Delaware Shares; (b) Vichnick's
Nevada Shares or NelsonA's Delaware Shares; (c) the Stock Acquisition
Agreement dated 11/23/99 between Jutland Enterprises and (among others)
Barry Vichnick and Allen Nelson (copy attached as Exhibit A to this
Agreement). This Release is all encompassing for all time.
16. Specific Releases and Waivers of Liability. Without in any way limiting the
generality of the foregoing mutual release, the parties specifically
release and waive the following liabilities, so as to give additional
assurance and clarification to the other parties:
1. Hudson agrees to waive and release any claim for reimbursement of any
money given so far to the Nevada Corporation.
2. The Delaware Corporation agrees to waive and release any claim for
reimbursement of any money given so far to the Nevada Corporation.
3. Hudson agrees to waive and release any claim against Vichnick,
NelsonA, Andersen, Walker & NelsonV and the Nevada Corporation arising
from or relating to Hudson's $400,000 advisory agreement dated
11/17/99.
4. Hudson and the Delaware Corporation agree to waive and release (and
hold harmless from) any claim against Vichnick, NelsonA, Andersen,
Walker & NelsonV and the Nevada Corporation arising from or relating
to the judgment entered against Jutland in the case of Cynthia M.
Maleski, Insurance Commissioner of the Commonwealth of Pennsylvania v.
Page 9 of 16
<PAGE>
Jutland Enterprises, Inc., Commonwealth Court of Pennsylvania Case No.
294 M.D. 1994, and Superior Court of New Jersey, Somerset County,
Docket No. SOM-L-871-95.
5. Hudson and the Delaware Corporation specifically waive and release any
claim against Vichnick, NelsonA, Andersen, Walker & NelsonV and the
Nevada Corporation for any payments, incomes, or disbursements
whatsoever which arise from or relate to any of the future business or
products of Vichnick, NelsonA, Andersen, Walker & NelsonV or the
Nevada Corporation, including but not limited to any of its "Rock and
Wrestling" performances.
17. Miscellaneous.
A. Amendment. This Agreement may not be amended or modified, except only
by an instrument in writing signed by all parties.
B. Entire Agreement. This Agreement contains the entire agreement between
the parties with respect to the subjects addressed in this Agreement.
This Agreement supersedes any and all prior agreements, arrangements,
or understandings (written or oral) between the parties. No
understandings, statements, promises, or inducements contrary to the
terms of this Agreement exist. No representations, warranties,
covenants, or conditions, express or implied, other than as set forth
herein, have been made by any party.
C. Waiver. Any failure of any party to this Agreement to comply with any
of its obligations, agreements, or conditions hereunder may be waived
in writing by the party to whom such compliance is owed. The failure
of any party to this Agreement to enforce at any time any of the
provisions of this Agreement shall in no way be construed to be a
waiver of any such provision or a waiver of the right of such party
thereafter to enforce each and every such provision. No waiver of any
breach of or non-compliance with this Agreement shall be held to be a
waiver of any other or subsequent breach or non-compliance.
D. Assignment. Neither this Agreement nor any right created by it shall
be assignable by any party without the prior written consent of all
other parties to this Agreement.
E. Notices. Any notice or other communication required or permitted by
this Agreement must be in writing and shall be deemed to be properly
given when delivered in person to an officer of the other party; when
deposited in the United States mails for transmittal by certified or
registered mail, postage prepaid; when deposited with an express
delivery service (such as Federal Express or Airborne Express); or
when sent by facsimile transmission; provided that the notice or other
communication is addressed substantially as follows:
i. In the case of Vichnick, NelsonA, Andersen, Walker & NelsonV, to:
Barry Vichnick (or NelsonA, Andersen, Walker, or NelsonV).
15962 Gault Street
Van Nuys, California 91406
Telephone: (818) 786-7154
Facsimile: (818) 787-6375
Page 10 of 16
<PAGE>
ii In the case of the Nevada Corporation to:
The Professional Wrestling Alliance, Inc.
15962 Gault Street
Van Nuys, California 91406
Phone: (818) 786-7154
Facsimile: (818) 787-6375
Attention: Barry Vichnick, President
iii. In the case of the Delaware Corporation to:
Professional Wrestling Alliance Corporation
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Phone: (801) 575-8073
Facsimile: (801) 575-8092
Attention: BonnieJean C. Tippetts, President
iv. In the case of Hudson to:
Hudson Consulting Group, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Telephone: (801) 575-8073
Facsimile: (801) 575-8092
Attention: Richard D. Surber, President
or to such other person or address designated in writing by the
relevant party to receive notice.
F. Headings and Captions. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect in
any way the meaning or interpretation of this Agreement.
G. Governing Law. The validity, interpretation, and performance of this
Agreement shall be governed by the laws of the State of Utah, without
regard to its law on conflict of laws. Any dispute arising out of this
Agreement shall be brought in a court of competent jurisdiction in
Salt Lake County, Utah. The parties expressly consent to the personal
jurisdiction of the above-identified courts. The parties agree to
exclude and waive any statute, law or treaty which allows or requires
any dispute to be decided in another forum or by rules of decision
other than as provided in this Agreement.
H. Binding Effect. This Agreement is binding on the parties hereto and
inures to the benefit of the parties, their respective heirs,
administrators, executors, successors, and assigns, and is all
encompassing for all time.
I. Attorney's Fees. If any action at law or in equity, including an
action for equitable relief, is brought to enforce or interpret the
provisions of this Agreement, the prevailing party shall be entitled
to recover reasonable attorney's fees, court costs, and other costs
incurred in proceeding with the action from the other party.
Page 11 of 16
<PAGE>
The attorney's fees, court costs, or other costs may be ordered by the
court in its decision of any action described in this paragraph or may
be enforced in a separate action brought for determining attorneys
fees, court costs, or other costs. Should either party be represented
by in-house counsel, all parties agree that party may recover
attorney's fees incurred by that in-house counsel in an amount equal
to that attorney's normal fees for similar matters, or, should that
attorney not normally charge a fee, by the prevailing rate charged by
attorneys with similar background in that legal community.
J. Severability. In the event that any one or more of the provisions
contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or un-enforceability shall not affect any other provisions
of this Agreement. Instead, this Agreement shall be construed as if it
never contained any such invalid, illegal or unenforceable provisions.
K. Mutual Cooperation The parties shall cooperate with each other to
achieve the purpose of this Agreement, and shall execute such other
documents and take such other actions as may be necessary or
convenient to effect the transactions described herein.
L. Counterparts. A facsimile, telecopy, or other reproduction of this
Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument, by one or more parties
hereto. Such executed copy may be delivered by facsimile or similar
instantaneous electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen. In this event,
such execution and delivery shall be considered valid, binding and
effective for all purposes.
M. No Third Party Beneficiary. Nothing in this Agreement, expressed or
implied, is intended to confer upon any person, other than the parties
hereto and their successors, any rights or remedies under or by reason
of this Agreement, unless this Agreement specifically states such
intent.
N. Time is of the Essence. Time is of the essence of this Agreement and
of each and every provision hereof.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
Page 12 of 16
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
DATED this 11th day of July, 2000.
BARRY VICHNICK
By: /s/ Barry Vichnick
Barry Vichnick, as an individual
ALLEN NELSON
By: /s/ Allen Nelson
Allen Nelson, as an individual
GARY ANDERSEN
By: /s/ Gary Andersen
Gary Andersen, as an individual
ALAN WALKER
By: /s/ Alan Walker
Alan Walker, as an individual
VAUGHN NELSON
By: /s/ Vaughn Nelson
Vaughn Nelson, as an individual
THE PROFESSIONAL WRESTLING ALLIANCE, INC. (a Nevada Corp.)
By: /s/ Barry Vichnick
Barry Vichnick, President
PROFESSIONAL WRESTLING ALLIANCE CORPORATION (a Delaware Corp.)
By: /s/ Barry Vichnick
Barry Vichnick, Current President
HUDSON CONSULTING GROUP, INC.
By: /s/ Richard Surber
Richard Surber, President
Page 13 of 16
