UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 8, 1999
SUN QUEST HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
NEVADA 33-55254-29 87-0438649
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(State or other Jurisdiction) (Commission File Number) (IRS Employer I.D.NO.)
Nevada Corporate Services
1800 Sahara Desert, Suite 107
Las Vegas, Nevada 89104
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(Registered Agent's Address)
SUN QUEST HOLDINGS, INC.
Sun Quest Plaza, Suite 2000, 70025 Hwy 111
Rancho Mirage, CA 92270
(760) 328-8325
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(Address and Telephone number of Principal Executive Office)
Sterling Worldwide Corporation
153 St Johns Road, Tunbridge Wells, Kent, TN4 9UP
TEL: 44-1892-541747 FAX: 44-1892-541756
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(Former Name and Former Address)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On October 14, 1999, La Salle Group Ltd, a Cayman Island Company
controlled by the Company's former President and sole Director, Anne
M.E. Greyling, transferred 10 million shares of Series A Preferred
Stock in the Company to Asset Investment Management 1984 SA ("AIM"), a
Swiss investment Company. AIM is a shareholder of the Company, holding
50,000,000 shares of common stock.
The shares of Series A Preferred Stock have super-priority voting
rights equal to 100,000 votes per share and have the power to elect the
majority of the Directors of the Board of the Company. As a result, the
Series A Preferred majority stockholders are deemed to be the
controlling shareholder of the Company.
On November 26, 1999, Mr Edward A. Teraskiewicz and Mr Dow W. Stewart
were elected to the Board of Directors ("Board") of the Company. The
Board approved Employment Agreements for Mr. Teraskiewicz as Chairman
of the Board and in conjunction therewith, Mr. Teraskiewicz shall
receive compensation in the amount of $120,000 in the first year,
$180,000 in the second year, and $240,000 in the third year.
Additionally, the Company agreed to issue 12,500,000 shares of common
stock to Raster Investments Limited, a Cayman Islands corporation
affiliated with Mr Teraskiewicz.
On November 26, 1999, the Company approved an Employment Agreement for
Mr. Stewart as the Company's Chief Executive Officer and Corporate
Secretary. Mr. Stewart shall receive compensation in the amount of
$120,000 in the first year, $180,000 in the second year, and $240,000
in the third year. In addition, the Company agreed to issue to Mr.
Stewart 2,000,000 shares of common stock. A copy of Mr. Stewart's
Employment Agreement is attached hereto as Exhibit B.
On November 26, 1999, Mrs. Anne ME Greyling resigned as President and
Director of the Company. The Company authorized the execution of her
Termination of Employment Agreement ("Termination Agreement"),
providing for the payment of $250,000 in accrued but unpaid salary due
to her for 1999, which shall be paid as soon as the Company has the
funds available. Pursuant to her previous Employment Agreement and the
Company's Stock Option Plan as filed on Form S-8 Registration Statement
with the Commission, dated October 29, 1997 (the "Option Plan"), Mrs.
Greyling exercised her option on 1,000,000 shares of common stock under
the Option Plan (allocated 500,000 shares for the 1998 employment year
and 500,000 shares for the 1999 employment year).
On November 26, 1999, Mary F. Duncan resigned as Corporate Secretary of
the Company. The Company approved a Termination of Employment Agreement
for Ms. Duncan under which she shall be paid $5,000 and receive 25,000
shares of stock as was provided by her previous Employment Agreement
and the Option Plan.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 9, 1999, the principal asset owned in Aruba by Tierra del
Sol Development and Management Company N.V. ("TDS"), a subsidiary of
the Company, was foreclosed by the principal lenders of the property,
comprised of a consortium of banks led by Caribbean Mercantile Bank
N.V., an Aruban corporation. The Company was unable to refinance the
TDS project and the Tierra del Sol golf course and several parcels of
residential land were sold at public auction for a sale price of
$17,892,000 plus the assumption of land lease payments due to the Aruba
government in the amount of $2,700,000. This default created a material
change in the Company's assets and resulted in a recorded loss of
approximately $22 million, but with a consequent reduction of TDS's of
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approximately $20.6 million. This project had been generating annual
negative cash flow to the Company so that future probable operating
losses of approximately $5,000,000 per year have been eliminated.
However, future potential land sales, estimated at a gross sales value
of approximately $60,000,000 over the next several years, can no longer
be expected to be realized by TDS or the Company. The Company also
defaulted on two other loans secured by two separate parcels and two
further auctions of parcels of residential land located at Tierra Del
Sol occurred on and December 14, 1999, respectively. These foreclosure
actions were initiated by two other Aruban banks, secured by these
parcels of land. The first mortgage debt on these two parcels is in the
amount of $3,400,000. The Company anticipates that the proceeds of the
auctions will exceed the amount of the first mortgage debt. The second
mortgage holder has indicated that it will buy the two parcels at
auction and will forgive any remaining debt due by TDS.
On November 18, 1999, TDS sold its remaining assets including the trade
name "Tierra Del Sol", with the exception of the receivables and tax
losses, to RDM Holding N.V. ("RDM"), a Netherlands Antilles
corporation, for a consideration of $500,000 payable, $250,000 on
execution of the agreement and $250,000 within 14 days thereafter. In
conjunction therewith, TDS has agreed to change its corporate name.
On November 26, 1999, the Company approved a resolution rescinding by
mutual agreement the recently completed merger with Sunquest
International Development Inc. ("Sunquest"), a Florida based company,
and authorized the return to treasury of the shares issued to the
Sunquest shareholders, in the amount of 22,500,000 shares of common
stock. Sunquest is partially owned by an investment banking group that
has many years of experience in financing large scale corporate mergers
and acquisitions known as L. Dolcenea Inc., a South Carolina
corporation, based in Miami, Florida ("LDI") and the Company maintained
a relationship with (LDI) and authorized the issuance of 7,500,000
shares of common stock to Dolcenea Inc. (LDI), in exchange for
investment banking services to be rendered to the Company. The Company
has agreed to purchase the rights to the name "Sunquest" or any
derivation thereof (including "Sun Quest"), and a Cayman Island holding
company, Sun Quest Ltd, from John Boyd in exchange for 100,000 shares
of common stock. The Company intends to work with LDI on a contractual
basis, project by project, to utilize advantage of Sunquest's expertise
in the golf course construction and management business.
ITEM 3. BANKRUPTCY OR RECEIVABLE
TDS is subject to bankruptcy proceedings pending in the Court of First
Instance of Aruba. The two largest creditors of TDS, RDM and Aruba Bank
N.V., have withdrawn their applications for bankruptcy of TDS and the
management of TDS is negotiating with certain other creditors to
convert into common stock of the Company their claims arising from
TDS's guarantee on bonds issued by an affiliate Company, Sun Capital
Corporation N.V., a Netherlands Antilles corporation. There can be no
assurance that the negotiations will be successful or that TDS may not
be ultimately be placed in voluntary or involuntary bankruptcy. The
Company has written off it's entire investment in TDS in its financial
statements and has not guaranteed any debt on behalf of TDS. The
Company will not suffer any further financial loss in the event of a
bankruptcy of TDS.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
There has been no change in the Company's certifying accountant.
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ITEM 5. OTHER EVENTS
On January 8, 1999, the Company issued 1,765,000 shares of common stock
to Mr. and Mrs. Jesus Chacon in exchange for 353 shares of TDS.
On January 8, 1999, the Company issued 75,000 shares of common stock to
David Levy, Marcia Levy, and the David Levy Trust in exchange for 15
shares of TDS.
On January 8, 1999, the Company issued 100,000 shares of common stock
to Maduro and Sons N.V. in exchange for 20 shares of TDS.
On January 12, 1999, Croton Securities and Investments converted its
shares of Series B Preferred Stock into 400,000 shares of common stock.
In January, 1999, the Company issued 2,500,000 shares of common stock
to Astor Plaza Holdings, Inc. as a finders fee in connection with the
TDS acquisition.
On February 23, 1999, the Company authorized the issuance of 40,000,000
shares of common stock in the name of Mansur International Development
N.V. ("MID"), which shares were held in escrow by the Company, pursuant
to an agreement whereby the Company intended to acquire a vacation
ownership resort property, La Cabana Villas, located in Aruba. The
purchase price was agreed to be $80,000,000 with the balance of the
purchase price of $40,000,000 payable in cash at closing. No closing
has occurred and there is no assurance that it will.
In March, 1999, the Company agreed to Joint Venture the La Cabana
transaction with Sun. Sun La Cabana N.V. a subsidiary of Sun
Development Holdings N.V. ("Sun Holding") paid a preliminary commitment
fee and received a preliminary approval letter from Ward Financial, as
agents for Textron Financial Corporation ("Textron"), to provide
$60,000,000 in financing. This is comprised of $45,000,000 to be
secured as a First Mortgage Loan and $15,000,000 as a receivable line
of credit against sales of vacation ownership units. The financing
commitment is contingent upon delivery of audited financial statements
of Sun Holding and the final approval of Textron's loan committee.
MID has been unable to provide certified financial statements of La
Cabana's various operating corporate entities related to ownership,
operation and management of the La Cabana property. Sun Holding's has
not yet completed its audited statements in time, which has caused a
delay in closing of the transaction and MID has revoked the Company's
exclusive agreement and negotiated with a third party Domberg Berheer
N.V. ("Domberg") an exclusive right to acquire the La Cabana Villas
project. The Company believes that its original agreement is binding
and enforceable at law. However in the interest of completing the
purchase with minimal delay, the Company has obtained from Domberg, in
consideration of the issuance of 1,500,000 restricted common shares,
any and all of Domberg's rights of exclusivity to purchase the La
Cabana Villas Property and related assets. In addition to the shares of
stock issued to Domberg, the Company has agreed to pay Domberg
$1,500,000 in cash from the sales proceeds of vacation ownership units.
On March 25, 1999, the Company returned to treasury and cancelled 150
shares of post-split shares of common stock issued to Attorney Jay
Salyer as a result of the termination of his Consulting Agreement with
the Company.
On March 25, 1999, the Company returned to treasury 250 shares of
post-split shares of common stock issued to Attorney John B. M.
Frohling as these shares were issued in error. And reissued 750,000
shares of post-split common stock as consideration for past due but
unpaid services of $125,000.
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On March 25, 1999, the Company returned to treasury and cancelled 6,500
shares of post-split common stock issued to Champion Success Group
("Champion") and 11,250 shares of common stock issued to Brasmex S.A.
("Brasmex") and cancelled the transaction relating to a Timber
concession in Venezuela as a consequence of breaches of certain
agreements by Champion and Brasmex.
On March 31, 1999, Richard Gladstone a former consultant to the Company
exercised his option to purchase 500,000 shares of common stock
pursuant to his Consulting Agreement and the Option Plan.
On April 12, 1999, the Company authorized the issuance of 10,000 shares
of common stock to Executive Management Associates Inc. pursuant to a
Subscription Agreement.
On April 16, 1999, the Company issued 500,000 shares of common stock to
Onassis Marina SA, a Dominican Republic corporation, that owns a vessel
known as "Jungerverstichen", which operates as a diving vessel. In
exchange, the Company received the right to a 50% interest in the
related business and vessel.
On April 25, 1999, the Company issued 750,000 shares of common stock to
Cessens N.V. in exchange for 100,000 shares of Series C stock and 50
shares of Series B stock in TDS.
On April 28, 1999, the Company announced that it had entered into a
Software Licensing Agreement and an agreement to enter the online
Casino Gaming business with Worldnet Casinos.com, a leading developer
of online casino games. The project was planned to be operated under
the name "Metrogaming.com". At the time the Company entered into the
agreement, the Company relied on representations of Worldnet Gaming
based on legal opinions it claimed to have obtained regarding online
casino gaming offered from an offshore (outside the United States)
location. Prior to implementing the agreement the Company received a
legal opinion from its special counsel respecting casino gaming
services offered online, even from an offshore location, may contravene
both Federal and State law within the USA. Based on such advise, the
Company has elected to terminate the agreement with Worldnet Gaming and
abandon all plans to enter the online casino gaming business.
On May 11, 1999, the Company authorized the issuance of 10,000 shares
of common stock to Environment Assessment Corp. for a proposed stock
sale. The purchase was not consummated and the shares have been
returned to treasury and cancelled.
On May 11, 1999, the Company entered into a purchase agreement to
acquire the Grand Bahia Hotel, a 140-room ocean-front resort hotel,
located in Los Cacos, Samana, in the Dominican Republic. The purchase
price is $14 million dollars, which is payable in the form of $11
million dollars at closing and $3 million in restricted common stock of
the Company. To date, the Company has not secured the necessary
financing to complete the purchase and is in breach of the agreement.
However, the Seller has elected not to terminate the agreement and has
extended the closing date in order to allow the Company sufficient time
to arrange the financing, on terms acceptable to the Company. There can
be no assurance that the Company will be able to obtain the necessary
financing or that the Company will complete the purchase. In the event
that the Company does complete the purchase of the Grand Bahia Hotel,
the Company intends commenced the conversion of the hotel to a vacation
ownership resort property.
On May 19, 1999, the Company issued 2,500,000 shares of its restricted
common stock to Ivy Entertainment Inc., in exchange for the right to
advertise on "Ivyentertainment.com" website and on "touch screens"
located within Ivy Entertainment's New York restaurant and night club,
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for a five (5) year period. In addition the Company was granted the
exclusive right to distribute certain Ivy Entertainment touch products
and proprietary technology in the United Kingdom and Europe. This
transaction was introduced to the Company by Richard Gladstone in
accordance with his consulting agreement, further Mr. Gladstone
disclosed to the Company that he is a principal investor in Ivy
Entertainment and therefore may have a conflict of interest in such
transaction.
On May 21, 1999, the Company issued 2,000,000 shares of common stock to
Carpe Diem Capital Corporation Ltd., a Netherlands Antilles based
company, and 2,000,000 shares of restricted common stock to Bradford
Properties, an Aruba based company, for consulting services rendered to
the Company during 1999.
On June 30, 1999, the Company issued 400,000 shares of common stock to
Luc Lun Enterprises, Inc. pursuant to a consulting agreement for
services rendered between January 1st to June 30th 1999.
On July 26, 1999, the Company authorized the issuance of 125,000,000
shares of common stock to Santorini Property and Management Trust
("Santorini"), pursuant to a written agreement dated July 25 1999. The
shares were deposited into escrow with a Swiss Attorney in Geneva, Mr.
Engelhardt, Rue Bellot, Postal 269, Geneva, Switzerland. The agreement
provides for the return of the shares to the Company in the event that
on or prior to September 10, 1999, Santorini fails to fund a loan and
deliver certified funds to the Company. On November 7, 1999, the
Company terminated the agreement with Santorini and requested the
escrow agent to return the 125,000,000 shares to the Company for
cancellation. This transaction was subsequently modified as set forth
below.
On September 29, 1999, the Company completed a merger with Sunquest
International Development Inc., a Florida Company and the Company
issued 30,000,000 shares of common restricted stock to Sunquest
Shareholders and 1,500,000 shares to Ameril Corporation, the
introducing party that arranged the transaction on behalf of the
Company.
In October 1999, the Company elected to terminate its agreement with
Enex Co. LLP and returned 20,000,000 shares of common stock to treasury
on November 24, 1999.
On October 4, 1999, by unanimous consent in lieu of a special meeting
of the Board of Directors in an Action Taken by the Majority
Stockholder Without a Meeting of Shareholders pursuant to Nevada
Revised Statutes 78.320, the holder of 10,000,000 shares of Series A
Preferred Stock approved an amendment to Article 1 of the Company's
Articles of Incorporation to change the name of the Company from
"Sterling Worldwide Corporation" to "Sun Quest Holdings, Inc.". On
November 30, 1999, a Certificate of Amendment of Articles of
Incorporation was filed with the Secretary of State in Nevada, a copy
of this Certificate is attached hereto as Exhibit E
On November 24, 1999, the 10,000 shares previously issued to
Environmental Assessment Corp. were returned to treasury for
non-payment of the subscription price.
On November 24, 1999, the Company authorized the issuance of 500,000
shares of restricted common stock to John Frohling in exchange for
legal services previously provided to the Company. These shares were
allocated as to 250,000 shares for legal services performed in 1998 and
250,000 shares allocated for legal services to be provided in 1999.
On November 24, 1999, the Company issued 1,500,000 shares of common
stock to Domberg, or its designees, and approved the payment of
$1,500,000 in cash to be paid upon completion of the La Cabana Villas
purchase transaction.
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On November 24, 1999, the Company authorized the issuance of 500,000
shares of restricted common stock to Catalin Investments N.V. for
consulting services performed in conjunction with the acquisition of
Sun by the Company.
On November 24, 1999, the Company entered into a settlement agreement
with Santorini Property Management and Trust, pursuant to which
Santorini has agreed to return 145,000,000 shares of common stock to
the Company's transfer agent. The Company has agreed to permit
Santorini retain 5,000,000 shares of restricted common stock for
professional services performed on the Mozambique (Moputo) concession,
conditioned upon the Company receiving a 20% ownership interest in a
resort development project. The planned project is to be known as
"Santorini Elephant Coast Company", which shall be registered in
Mozambique. The Company has further agreed to invest the sum of $50,000
to finance working capital and preparation of a proposal to be
submitted to the Mozambique Government in support of Santorini's
application for the Elephant Coast concession. Upon payment of the
$50,000 the 145,000,000 shares will be returned for cancellation to the
Company's transfer agent. To complete the purchase of the 20% interest
in the venture, the Company has agreed to fund working capital of
$40,000 per month for a six month period (total of $240,000) as an
additional investment in the Santorini Elephant Coast Company. The 20%
shareholder interest will be transferred by Santorini to the Company
upon the final payment of the working capital commitment.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
On November 26, 1999, the Company's President and sole Director, Mrs.
Anne M.E. Greyling resigned as President and Director, and agreed to
terminate her employment agreement, effective immediately.
On November 26, 1999, the Company's Corporate Secretary, Ms. Mary F.
Duncan resigned her position as Secretary, effective immediately.
On November 26, 1999, the following persons were appointed as Directors
and Officers of the Company effective immediately:
Mr. Edward A. Teraskiewicz (age 53) was elected as a Director
and Chairman of the Board.
Mr. Dow W. Stewart (age 54) as a Director, Chief Executive
Officer and Corporate Secretary.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit A: Employment Agreement Edward A. Teraskiewicz.
Exhibit B: Employment Agreement Dow W. Stewart.
Exhibit C: Termination Agreement Anne ME. Greyling.
Exhibit D: Certificate of Amendment of Articles of Incorporation.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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SIGNATURE
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.
SUN QUEST HOLDINGS, INC.
Date: January 12, 2000 By: /s/ DOW W. STEWART
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Dow W. Stewart
Chief Executive Officer
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Exhbit A
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the 23th day of November,
1999, by and between STERLING WORLDWIDE CORPORATION, a Nevada corporation ("the
Company"), and EDWARD A. TERASKIEWICZ ("Employee").
W I T N E S S E T H:
WHEREAS, the Company is a public company currently trading on the
NASDAQ Bulletin Board (trading symbol "STWW"), which is in the business of
developing, owning, acquiring, and operating resort properties around the world;
and
WHEREAS, the Company requires someone in a senior capacity as the
Chairman of the Board of Directors to coordinate the general policy guidelines
and strategic planning and investment banking needs of the Company regarding
raising capital, bridge loans, other financings, mergers and acquisitions,
general promotion to the international investment community, financial public
relations, and related matters, on a continuous basis, and such person is
cognizant of the regulatory environment in which the company operates and will
operate, and is knowledgeable about the National Association of Securities
Dealers ("NASD"), Securities and Exchange Commission ("SEC") and related federal
and state securities laws; and
WHEREAS, Employee is formerly the Co-Founder, President and Chief
Executive Officer (and currently a Director) of Prebon Yamane International,
Inc. (formerly Fulton Prebon Group) and is a respected business leader known in
the international financial community; and
WHEREAS, Employee has extensive experience in and knowledge of
investment banking, public companies, financial public relations, promotions,
public and private financings, mergers and acquisitions, and international
finance as well as real estate and luxury resort properties; and
WHEREAS, Employee has been elected to the Company's Board of Directors
as the Chairman of the Board; and
WHEREAS, Employee hereby agrees to serve on the Board of Directors in
his capacity as Chairman of the Board of Directors of the Company; and
WHEREAS, the Company desires the services of Employee in the
aforementioned capacities for a period of three (3) years from the date hereof.
NOW THEREFORE, for and in consideration of the promises, payments,
covenants and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the
parties hereto, the parties hereby agree as follows:
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1. RECITALS. The above recitations are true and correct and are hereby
incorporated into this Agreement as though fully restated herein.
2. EMPLOYMENT. The Company hereby employs Employee as the Chairman of
the Board of Directors of the Company, and Employee hereby agrees to such
employment by the Company, upon the terms and conditions set forth herein.
Employee shall devote as much of his professional time as is reasonably
necessary for the satisfactory performance of his duties, designated
hereinafter, faithfully and to the best of his abilities (absences because of
illness excepted), and shall be willing and able to perform all of his duties
that may be required of Employee pursuant to the terms hereof. Provided however,
that it is strictly understood by the parties that Employee shall not be deemed
a full-time employee of the Company, nor shall he be deemed to be otherwise
required to devote any set amount of time per week to the performance of his
duties hereunder, unless otherwise mutually agreed by the parties after good
faith negotiation.
3. TERM. The term of Employee's employment under this Agreement (the
"Term") shall be for a period of three (3) years commencing on signature hereof
and ending three (3) years thereafter (the "Term Expiration Date"), unless
terminated earlier pursuant to Section 14 hereof or as modified by the terms of
a mutually agreed written agreement between the parties.
4. DUTIES. During the term, Employee shall assume those
responsibilities of the Company and perform such duties for the Company and its
affiliates as are customarily assigned by the Board of Directors to the Chairman
of the Board or that are normally associated with such position of authority in
a public company. Employee shall be a member of the Board of Directors and the
Board shall have the ultimate authority and responsibility for the Company's
business, reporting only to the Company's Shareholders. Employee shall be
charged with the responsibility of overseeing and planning for all investment
banking considerations, regarding raising capital, bridge loans, other
financings, mergers and acquisitions, general promotion to the international
investment community, financial public relations, and related matters. Employee
shall be superior in authority to all of the Officers of the Company. Employee
shall devote his best efforts, skill, attention, and energies to the Company's
business.
5. COMPENSATION.
5.1 - Base Salary. For all services rendered by Employee to the Company
pursuant to this Agreement, the Company shall pay to Employee, a salary for the
first year of this Agreement at the rate of $120,000 per annum, payable in
twelve monthly installments of $10,000.00 on the first day of each month unless
Employee shall agree in writing to defer any portion of the compensation, in
which case the compensation shall accrue and shall be paid at such time as the
Company has the necessary resources to do so, or as agreed by Employee and the
Company. Commencing in the second year of this Agreement, the salary shall be
increased to $180,000 per year ($15,000 per month), and in the third year of
this Agreement, the salary shall be increased to $240,000 per year ($20,000 per
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month). Nothing herein contained shall prohibit the Company from increasing
Employee's salary from time to time during the Term or granting to Employee
bonuses from time to time on a discretionary basis.
5.2 - Bonuses. Employee shall be entitled to a cash Bonus, payable in a
lump sum at the conclusion of each fiscal year for the Company. Such Bonus shall
be based upon the net earnings of the Company each year and shall be
discretionary by the Company in its sole and absolute determination.
6. LOCATION. The Company and Employee have agreed that the Company
shall continue its regional office in Oranjestad, Aruba, in conjunction with the
acquisition by the Company of Sun Development Holding, N.V., which currently has
its office at Sun Plaza, in Oranjestad, Aruba. In addition to serving as the
regional office for the Company, this office shall serve as the Company's sales
and marketing office for the Sun Vacation Club. The corporate headquarters shall
be relocated to Florida, unless and until the Company determines otherwise.
Employee shall have the right to work out of any office location that the
Company has from time to time, or such other location other than a Company
office, such as the Employee's residence if any such work may be performed
there, as determined by Employee.
7. RELOCATION TO ARUBA. During the term of this Agreement, the Company
shall pay all expenses for Employee to re-locate to Aruba if Employee so
determines, including, but not limited to, the lease of an apartment or
condominium or other residence in Aruba, moving costs, airline costs and other
transportation costs associated with travel to and from Aruba. It is understood
that Employee is currently a resident of the Cayman Islands, and he intends to
continue to reside there during the term of this Agreement.
8. OUTSIDE ACTIVITES. The Company agrees and recognizes that Employee
has various investment and business interests, including Prebon Yamane
International, Inc., which he may pursue, if such pursuits do not interfere with
his duties hereunder. Further, provided such activities are not in conflict or
in competition with the Company's interests and the time and energy Employee
devotes to such activities do not significantly impair his ability to act
satisfactorily as the Company's Chairman of the Board, Employee shall be
permitted to act in such other capacities outside his employment with the
Company.
9. EXPENSES. The Company shall pay for all expenses incurred by
Employee in the performance of his duties in carrying out the terms of this
Agreement, including without limitation expenses incurred for such items as
travel, lodging, food, telephone bills, entertainment, and similar items. The
Company shall provide Employee with a corporate credit or debit Visa card,
telephone credit card, and the use of an executive automobile of his choice or
assist Employee in purchasing such automobile, and the Company shall make the
lease, insurance and maintenance payments on such automobile.
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10. VACATION. Employee will be entitled to such number of weeks of paid
vacation annually as is customarily given to a senior executive officer of the
Company, not to be less than three (3) weeks per year, which paid vacation
periods may be accumulated by Employee from year to year.
11. OTHER BENEFITS. The Company shall provide the following other
benefits to Employee and pay all related costs associated with such benefits:
(a) Country Club Memberships.
(b) Medical, Dental, Life, and Health Insurance.
(c) Participation in Stock Option Plans or other stock or
compensation plans offered to senior management of the
Company or any of its affiliates.
12. EQUITY PARTICIPATION. Employee shall be entitled to receive common
shares under an Option Agreement, up to a total of 2,500,000 common shares. The
Option prices shall be at $1.00 for the first year, $1.75 for the second year,
and $2.75 for the third year during the three year term of this Agreement.
Employee shall exercise such options in whole, or in part, or none at all, in
the sole discretion of Employee, provided such Options are purchased during the
term of this Agreement. The options shall be exercised by payment in cash or
equivalent method directly to the Company and thereupon, the Company shall then
issue new common shares to Employee, such shares to be restricted shares
pursuant to Rule 144 of the Securities Act of 1933, as amended.
13. TERMINATION. Employee's employment under this Agreement and, except
as expressly provided herein, the Company's obligation under this Agreement to
pay Employee further compensation and to provide Employee with further benefits
(except for the obligation to pay salary and bonuses which have been earned and
accrued as of the date of termination) shall terminate upon the first to occur
of:
(a) The expiration of the Term of this Agreement, unless extended by
the parties.
(b) Employee's death. If Employee dies while employed under this
Agreement, the Company shall pay to Employee's estate his salary and earned
Bonus, if any, pursuant to paragraph 5.2 hereof, for one year from the date of
his death.
(c) At the Company's option, upon any material breach by Employee of
his obligations under this Agreement, which is not cured by Employee within
thirty (30) days after the Company has notified Employee in writing of the
specific material breach and all related circumstances thereto. In the event of
termination under this section, the Company shall pay Employee his salary and
earned Bonus, if any, for one year. The parties agree that Employee shall have
no obligation to mitigate his damages by finding alternative employment.
4
<PAGE>
(d) At the Company's option, upon Employee's inability, as a result of
any medically determinable physical or mental impairment, incapacity or disease
to perform his duties under this Agreement for and after a period of three
consecutive months or for five months in a twelve-month period. In the event of
termination under this section, the Company shall pay Employee his salary and
earned Bonus, if any, for one year.
(e) At the option of Employee, upon any material adverse change in
Employee's duties or conditions of employment including, without limitation, any
substantial reduction in Employee's job responsibilities, which has been
objected to in writing or facsimile by Employee and which change has not been
abrogated by the Company within three (3) days after Employee notified the
Company of his objection. In the event of termination under this section, the
Company shall pay Employee his salary and earned Bonus, if any, for two years.
Nothing contained in this Agreement shall grant the Company the right to reduce
Employee's compensation due Employee in accordance with the terms of Paragraph 5
hereof.
In the event that the Company elects to terminate this Employment
Agreement, then the Company hereby agrees to pay Employee the sum of One Hundred
Thousand and No/100 (US$100,000) Dollars in cash within fifteen (15) days of the
date of the termination. Such payment shall be in full and final settlement of
all claims or rights of whatsoever nature against the Company, except for any
Bonus payment as stated below, and upon such termination, all stock options not
exercised by Employee and granted hereby will be rescinded and of no further
force or effect. Any Bonus that Employee would be entitled to receive following
Employee's termination would still be payable to Employee as well.
14. ARBITRATION. All controversies, claims, disputes and other matters
in question between the parties arising out of, or relating to, this Agreement
or the breach thereof, shall be decided by arbitration before one arbitrator in
Oranjestad, Aruba, in accordance with the commercial rules of the American
Arbitration Association then in effect, and judgment upon the award shall be
binding upon the parties hereto and may be entered in any court having
jurisdiction thereof.
15. MISCELLANEOUS.
15.1 - Headings. The headings in this Agreement are for convenience of
reference only and shall not affect its interpretation.
15.2 - Severability. If any provision of this Agreement is held
illegal, invalid, or unenforceable, such illegality, invalidity, or
unenforceability will not affect any other provisions hereof. Such provisions
and the remainder of this Agreement shall, in such circumstances, be deemed
modified to the extent necessary to render enforceable the remaining provisions
hereof.
5
<PAGE>
15.3 - Notices. All notices and other communications required under
this Agreement shall be in writing and shall be effective (a) upon actual
delivery if presented personally, sent by telecopy, telegram, or telex, or (b)
seven days following deposit in the United States mail if sent by certified or
registered mail, postage prepaid, return receipt requested, to the following
addresses:
If to Employee, to:
Mr. Edward A. Teraskiewicz
P.O. Box 31367
Seven Mile Beach
Grand Cayman Islands
British West Indies
If to the Company, to:
Sun Quest Holdings, Inc.
Attention: Chief Executive Officer
----------------------------------
----------------------------------
Notice of any change in any such address shall also be given in the manner set
forth above. Whenever the giving of notice is required, the giving of such
notice may be waived by the party entitled to receive such notice.
15.4 - Waiver. The failure of either party to insist upon strict
performance of any of the terms or conditions of this Agreement will not
constitute a waiver of any of its rights hereunder.
15.5 - Binding Effect. This Agreement shall inure to the benefit of and
be binding upon the Company, its successors and assigns, including, without
limitation, any person, partnership, company or corporation which may acquire
substantially all of the Company's assets or business or with or into which the
Company may be liquidated, consolidated, merged or otherwise combined. In
addition, this Agreement shall inure to the benefit of and be binding upon
Employee, his heirs, distributees and personal representatives.
15.6 - Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the country of the Cayman Islands, without giving
effect to principles of conflict of law thereof.
15.7 - Attorney's Fees. In the event that either party employs counsel
to enforce any of the terms or provisions of this Agreement, the non-prevailing
party shall pay to the prevailing party all reasonable attorneys' fees and costs
incurred by the prevailing party in connection therewith.
6
<PAGE>
15.8 - Amendments. This Agreement may be amended and supplemented only
by a written instrument duly executed by both parties.
15.9 - Board Authorization. This Agreement has been authorized by a
Resolution of the Board of Directors of the Company and the signatory hereto has
been authorized by all necessary corporate action.
5.10 - Counterparts. This Agreement may be executed 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.
IN WITNESS WHEREOF, intending to be legally bound, the parties have
executed this Agreement on the date first above written.
WITNESS SUN QUEST HOLDINGS, INC.
/s/ BY: /s/ ANNE M.E.GREYLING
- -------------------------- ---------------------------------
ANNE M. E. GREYLING, PRESIDENT
/s/ /s/EDWARD A. TERASKIEWICZ
- -------------------------- ---------------------------------
EDWARD A. TERASKIEWICZ
7
<PAGE>
Exhibit B
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the 24th day of November,
1999, by and between STERLING WORLDWIDE CORPORATION, a Nevada corporation ("the
Company"), and DOW STEWART ("Employee").
W I T N E S S E T H:
WHEREAS, the Company is a public company currently trading on the
NASDAQ Bulletin Board (trading symbol "STWW"), which is in the business of
developing, owning, acquiring, and operating resort properties around the world;
and
WHEREAS, the Company requires someone in a senior capacity as the Chief
Executive Officer and as a Director to coordinate the general policy guidelines
and strategic planning and investment banking needs of the Company regarding
raising capital, bridge loans, other financings, mergers and acquisitions,
general promotion to the international investment community, financial public
relations, and related matters, on a continuous and daily basis, and such person
is cognizant of the regulatory environment in which the company operates and
will operate, and is knowledgable about the National Association of Securities
Dealers ("NASD"), Securities and Exchange Commission ("SEC") and related federal
and state securities laws; and
WHEREAS, Employee was formerly employed for nineteen years in a senior
management capacity at Merrill Lynch & Company, finishing his career as Group
Manager, Global Equities Division/Office of Corporate Strategy, and is a
respected business leader known in the international financial community; and
WHEREAS, Employee has extensive experience in and knowledge of
investment banking, public companies, financial public relations, promotions,
public and private financings, mergers and acquisitions, and international
finance; and
WHEREAS, Employee has been elected to the Company's Board of Directors
as a Director and further appointed as Chief Executive Officer and Corporate
Secretary; and
WHEREAS, Employee hereby agrees to serve on the Board of Directors in
his capacity as a Director of the Company, and as Chief Executive Officer and
Corporate Secretary; and
WHEREAS, the Company desires the services of Employee in the
aforementioned capacities for a period of three (3) years from the date hereof.
NOW THEREFORE, for and in consideration of the promises, payments,
covenants and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the
parties hereto, the parties hereby agree as follows:
<PAGE>
1. RECITALS. The above recitations are true and correct and are hereby
incorporated into this Agreement as though fully restated herein.
2. EMPLOYMENT. The Company hereby employs Employee as a Director of the
Company, and as Chief Executive Officer and Corporate Secretary, and Employee
hereby agrees to such employment by the Company, upon the terms and conditions
set forth herein. Employee shall fully devote his time as is reasonably
necessary for the satisfactory performance of his duties, designated
hereinafter, faithfully and to the best of his abilities (absences because of
illness excepted), and shall be willing and able to perform all of his duties
that may be required of Employee pursuant to the terms hereof.
3. TERM. The term of Employee's employment under this Agreement (the
"Term") shall be for a period of three (3) years commencing on signature hereof
and ending three (3) years thereafter (the "Term Expiration Date"), unless
terminated earlier pursuant to Section 14 hereof or as modified by the terms of
a mutually agreed written agreement between the parties.
4. DUTIES. During the term, Employee shall assume those
responsibilities of the Company and perform such duties for the Company and its
affiliates as are customarily assigned by the Board of Directors to the Chief
Executive Officer ("CEO") or that are normally associated with such position of
authority in a public company. Employee shall be a member of the Board of
Directors and the Board shall have the ultimate authority and responsibility for
the Company's business, reporting only to the Company's Shareholders. Employee
shall be the CEO and the Corporate Secretary. As CEO, Employee shall be the most
senior officer of the Company and all employees and officers shall ultimately
report to Employee. Employee shall be superior in authority to all of the
Officers of the Company. Employee, as CEO, shall report and shall be accountable
to the Board of Directors. Employee, in consultation with the Company's advisors
and legal counsel, shall be charged with the responsibility of overseeing and
planning for all investment banking considerations, regarding raising capital,
bridge loans, other financings, mergers and acquisitions, general promotion to
the international investment community, financial public relations, and related
matters. Employee shall devote his best efforts, skill, attention, and energies
to the Company's business.
5. COMPENSATION.
5.1 - Base Salary. For all services rendered by Employee to the Company
pursuant to this Agreement, the Company shall pay to Employee, a salary for the
first year of this Agreement at the rate of $120,000 per annum, payable in
twelve monthly installments of $10,000.00 on the first day of each month unless
Employee shall agree in writing to defer any portion of the compensation, in
which case the compensation shall accrue and shall be paid at such time as the
Company has the necessary resources to do so, or as agreed by Employee and the
Company. Commencing in the second year of this Agreement, the salary shall be
increased to $180,000 per year ($15,000 per month), and in the third year of
2
<PAGE>
this Agreement, the salary shall be increased to $240,000 per year ($20,000 per
month). Nothing herein contained shall prohibit the Company from increasing
Employee's salary from time to time during the Term or granting to Employee
bonuses from time to time on a discretionary basis.
5.2 - Bonuses. Employee shall be entitled to a cash Bonus, payable in a
lump sum at the conclusion of each fiscal year for the Company. Such Bonus shall
be based upon the net earnings of the Company each year and shall be
discretionary by the Company in its sole and absolute determination.
6. LOCATION. The Company and Employee have agreed that the Company
shall open a corporate office in Ocala, Florida, in contemplation of two
targeted acquisitions by the Company within the next nine to twelve months, of a
specific company and vacation ownership project in the Orlando area. Upon the
completion of these acquisitions, the Company's corporate office may be
relocated to Orlando, Florida, and Employee shall then work out of such new
location.
7. RELOCATION TO FLORIDA. During the term of this Agreement, the
Company shall pay all expenses for Employee to re-locate and remain in Florida,
including, but not limited to, the lease of an apartment or condominium or other
residence in Ocala and/or Orlando, moving costs, airline costs and other
transportation costs associated with travel to and from the greater Orlando
area. It is understood that Employee is currently a resident of Stone Harbor,
New Jersey.
8. OUTSIDE ACTIVITES. The Company agrees and recognizes that Employee
has various investment and business interests, including Rigid Airship, which he
may pursue, if such pursuits do not interfere with his duties hereunder.
Further, provided such activities are not in conflict or in competition with the
Company's interests and the time and energy Employee devotes to such activities
do not significantly impair his ability to act satisfactorily as a Director of
the Company, CEO or Corporate Secretary of the Company, Employee shall be
permitted to act in other capacities outside his employment with the Company.
9. EXPENSES. The Company shall pay for all expenses incurred by
Employee in the performance of his duties in carrying out the terms of this
Agreement, including without limitation expenses incurred for such items as
travel, lodging, food, telephone bills, entertainment, and similar items. The
Company shall provide Employee with a corporate credit or debit Visa card,
telephone credit card, and the use of an executive automobile of his choice or
assist Employee in purchasing such automobile, and the Company shall make the
lease, insurance and maintenance payments on such automobile.
10. VACATION. Employee will be entitled to such number of weeks of paid
vacation annually as is customarily given to a senior executive officer of the
Company, not to be less than three (3) weeks per year, which paid vacation
periods may be accumulated by Employee from year to year.
3
<PAGE>
11. OTHER BENEFITS. The Company shall provide the following other
benefits to Employee and pay all related costs associated with such benefits:
(a) Country Club Memberships.
(b) Medical, Dental, Life, and Health Insurance.
(c) Participation in Stock Option Plans or other stock or
compensation plans offered to senior management of
the Company or any of its affiliates.
12. EQUITY PARTICIPATION. Employee shall receive Two Million
(2,000,000) restricted common shares upon execution hereof as partial
consideration for entering into this Agreement. The shares granted to Employee
hereunder shall be restricted shares pursuant to Rule 144 of the Securities Act
of 1933, as amended (the "Act"). Additionally, Employee shall be entitled to
receive under an Option Agreement, up to a total of Two Million Five Hundred
Thousand (2,500,000) restricted common shares. The Option prices shall be at
$1.00 for the first year, $1.75 for the second year, and $2.75 for the third
year during the three year term of this Agreement. Employee shall exercise such
options in whole, or in part, or none at all, in the sole discretion of
Employee, provided such Options are purchased during the term of this Agreement.
The options shall be exercised by payment in cash or equivalent paid directly to
the Company and thereupon, the Company shall then issue new common shares to
Employee, such shares to be restricted shares pursuant to the Act.
13. TERMINATION. Employee's employment under this Agreement and, except
as expressly provided herein, the Company's obligation under this Agreement to
pay Employee further compensation and to provide Employee with further benefits
(except for the obligation to pay salary and bonuses which have been earned and
accrued as of the date of termination) shall terminate upon the first to occur
of:
(a) The expiration of the Term of this Agreement, unless extended by
the parties.
(b) Employee's death. If Employee dies while employed under this
Agreement, the Company shall pay to Employee's estate his salary and earned
Bonus, if any, pursuant to paragraph 5.2 hereof, for one year from the date of
his death.
(c) At the Company's option, upon any material breach by Employee of
his obligations under this Agreement, which is not cured by Employee within
thirty (30) days after the Company has notified Employee in writing of the
specific material breach and all related circumstances thereto. In the event of
termination under this section, the Company shall pay Employee his salary and
earned Bonus, if any, for one year. The parties agree that Employee shall have
no obligation to mitigate his damages by finding alternative employment.
(d) At the Company's option, upon Employee's inability, as a result of
any medically determinable physical or mental impairment, incapacity or disease
4
<PAGE>
to perform his duties under this Agreement for and after a period of three
consecutive months or for five months in a twelve-month period. In the event of
termination under this section, the Company shall pay Employee his salary and
earned Bonus, if any, for one year.
(e) At the option of Employee, upon any material adverse change in
Employee's duties or conditions of employment including, without limitation, any
substantial reduction in Employee's job responsibilities, which has been
objected to in writing or facsimile by Employee and which change has not been
abrogated by the Company within three (3) days after Employee notified the
Company of his objection. In the event of termination under this section, the
Company shall pay Employee his salary and earned Bonus, if any, for two years.
Nothing contained in this Agreement shall grant the Company the right to reduce
Employee's compensation due Employee in accordance with the terms of Paragraph 5
hereof.
In the event that the Company elects to terminate this Employment
Agreement, then the Company hereby agrees to pay Employee the sum of One Hundred
Thousand and No/100 (US$100,000) Dollars in cash within fifteen (15) days of the
date of the termination. Such payment shall be in full and final settlement of
all claims or rights of whatsoever nature against the Company, except for any
Bonus payment as stated below, and upon such termination, all stock options not
exercised by Employee and granted hereby will be rescinded and of no further
force or effect. Any Bonus that Employee would be entitled to receive following
Employee's termination would still be payable to Employee as well.
14. ARBITRATION. All controversies, claims, disputes and other matters
in question between the parties arising out of, or relating to, this Agreement
or the breach thereof, shall be decided by arbitration before one arbitrator in
Orange County, Florida, in accordance with the commercial rules of the American
Arbitration Association then in effect, and judgment upon the award shall be
binding upon the parties hereto and may be entered in any court having
jurisdiction thereof.
15. MISCELLANEOUS.
15.1 - Headings. The headings in this Agreement are for convenience of
reference only and shall not affect its interpretation.
15.2 - Severability. If any provision of this Agreement is held
illegal, invalid, or unenforceable, such illegality, invalidity, or
unenforceability will not affect any other provisions hereof. Such provisions
and the remainder of this Agreement shall, in such circumstances, be deemed
modified to the extent necessary to render enforceable the remaining provisions
hereof.
15.3 - Notices. All notices and other communications required under
this Agreement shall be in writing and shall be effective (a) upon actual
delivery if presented personally, sent by telecopy, telegram, or telex, or (b)
5
<PAGE>
seven days following deposit in the United States mail if sent by certified or
registered mail, postage prepaid, return receipt requested, to the following
addresses:
If to Employee, to:
Mr. Dow W. Stewart
130 87th Street
Stone Harbor, NJ 08247
If to the Company, to:
Sterling Worldwide Corporation
Attention: Joost C. Taverne, President
L.G. Smith Blvd. 160, Fourth Floor
Oranjestad, Aruba
Notice of any change in any such address shall also be given in the manner set
forth above. Whenever the giving of notice is required, the giving of such
notice may be waived by the party entitled to receive such notice.
15.4 - Waiver. The failure of either party to insist upon strict
performance of any of the terms or conditions of this Agreement will not
constitute a waiver of any of its rights hereunder.
15.5 - Binding Effect. This Agreement shall inure to the benefit of and
be binding upon the Company, its successors and assigns, including, without
limitation, any person, partnership, company or corporation which may acquire
substantially all of the Company's assets or business or with or into which the
Company may be liquidated, consolidated, merged or otherwise combined. In
addition, this Agreement shall inure to the benefit of and be binding upon
Employee, his heirs, distributees and personal representatives.
15.6 - Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida, with venue to be in Orange
County, Florida, without giving effect to principles of conflict of law thereof.
15.7 - Attorney's Fees. In the event that either party employs counsel
to enforce any of the terms or provisions of this Agreement, the non-prevailing
party shall pay to the prevailing party all reasonable attorneys' fees and costs
incurred by the prevailing party in connection therewith.
6
<PAGE>
15.8 - Amendments. This Agreement may be amended and supplemented only
by a written instrument duly executed by both parties.
15.9 - Board Authorization. This Agreement has been authorized by a
Resolution of the Board of Directors of the Company and the signatory hereto has
been authorized by all necessary corporate action.
15.10 - Counterparts. This Agreement may be executed 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.
IN WITNESS WHEREOF, intending to be legally bound, the parties have
executed this Agreement on the date first above written.
WITNESS STERLING WORLDWIDE CORPORATION
/s/ BY:/s/ ANNE M.E. GREYLING
- -------------------------- ---------------------------------
ANNE M. E. GREYLING, PRESIDENT
/s/ /s/ DOW STEWART
- -------------------------- ---------------------------------
DOW STEWART
7
<PAGE>
Exhibit C
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") shall be effective as of the 24th day of
November, 1999, by and between STERLING WORLDWIDE CORPORATION, a Nevada
corporation ("the Company"), and ANNE M. E. GREYLING ("Employee").
W I T N E S S E T H:
WHEREAS, the Company is a public company currently trading on the
NASDAQ Bulletin Board (trading symbol "STWW"), which is in the business of
developing, owning, acquiring, and operating resort properties around the world;
and
WHEREAS, Employee has served as the sole Director and President of the
Company for the past two years and in the process of serving in such capacities
has accrued her salary and other benefits; and
WHEREAS, the Company has not had the liquidity to timely pay to
Employee her salary and other expenses that were properly due to Employee under
her employment agreement, and the Company anticipates receiving substantial
funding from the private placement of common stock and other financing
arrangements in the near future; and
WHEREAS, Employee has agreed to resign her positions as an Officer and
Director, provided that she is protected as to the past obligations that are
owed to her by the Company, pursuant to the terms as outlined herein; and
WHEREAS, the Company desires to confirm its obligations to Employee in
a written agreement.
NOW THEREFORE, for and in consideration of the promises, payments,
covenants and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the
parties hereto, the parties hereby agree as follows:
1. RECITALS. The above recitations are true and correct and are hereby
incorporated into this Agreement as though fully restated herein.
2. TERMINATION OF EMPLOYMENT. Effective upon the execution hereof by
both parties, Employee shall ------------------------- resign as an employee and
terminate her employment with the Company as a member of the Board of Directors
of the Company, and as President.
<PAGE>
3. PAYMENT OF UNPAID COMPENSATION.
(3) For all past services rendered by Employee to the Company
pursuant to her employment with the Company, the Company shall
pay to Employee a cash payment of $250,000. Additionally, the
Company shall issue one million (1,000,000) restricted common
shares to Employee, or her designee, as additional
compensation hereunder. These shares are to be issued at par
value.
(4) The Company shall continue to pay all expenses of Employee's
car in the United Kingdom for the next two years, in the
monthly amount ending on November 30, 2001.
(5) The funds paid hereunder shall be paid from stock sales
currently being arranged by the Company with L. Dolcenea Inc.
and other parties.
4. ARBITRATION. All controversies, claims, disputes and other matters
in question between the parties arising out of, or relating to, this Agreement
or the breach thereof, shall be decided by arbitration before one arbitrator in
Clark County, Nevada, in accordance with the commercial rules of the American
Arbitration Association then in effect, and judgment upon the award shall be
binding upon the parties hereto and may be entered in any court having
jurisdiction thereof.
5. INDEMNIFICATION. The Company hereby agrees and approves with
immediate effect a complete and total indemnification of all of its Officers and
Directors of the Company, for any actions that may arise from such Officers and
Directors acting in their capacities for the Company, either for past
activities, now or in the future, specifically including Employee hereunder.
Notwithstanding any laws of any jurisdiction to the contrary, or regulation or
policy of any governmental agency, this indemnification is intended to be
unlimited, and unrestricted, in its scope and coverage. In the event that any
party whatsoever brings, or attempts to bring, any action of any kind, and to
claim any liability, whether contingent or otherwise against Employee, the
Company shall immediately defend such action, whether threatened or actual, and
provide legal counsel to Employee at the Company's expense, for the benefit of
Employee as the indemnified party.
6. MISCELLANEOUS.
6.1 - Headings. The headings in this Agreement are for convenience of
reference only and shall not affect its interpretation.
6.2 - Severability. If any provision of this Agreement is held illegal,
invalid, or unenforceable, such illegality, invalidity, or unenforceability will
not affect any other provisions hereof. Such provisions and the remainder of
this Agreement shall, in such circumstances, be deemed modified to the extent
necessary to render enforceable the remaining provisions hereof.
6.3 - Notices. All notices and other communications required under this
Agreement shall be in writing and shall be effective (a) upon actual delivery if
presented personally, sent by telecopy, telegram, or telex, or (b) seven days
2
<PAGE>
following deposit in the United States mail if sent by certified or registered
mail, postage prepaid, return receipt requested, to the following addresses:
If to Employee, to:
Mrs. Anne M.E. Greyling
163 St. Johns Road
Tunbridge Wells, Kent
United Kingdom
If to the Company, to:
Sterling Worldwide Corporation
Attention: Dow Stewart, President
--------------------------------------
--------------------------------------
Notice of any change in any such address shall also be given in the
manner set forth above. Whenever the giving of notice is required, the giving of
such notice may be waived by the party entitled to receive such notice.
6.4 - Waiver. The failure of either party to insist upon strict
performance of any of the terms or conditions of this Agreement will not
constitute a waiver of any of its rights hereunder.
6.5 - Binding Effect. This Agreement shall inure to the benefit of and
be binding upon the Company, its successors and assigns, including, without
limitation, any person, partnership, company or corporation which may acquire
substantially all of the Company's assets or business or with or into which the
Company may be liquidated, consolidated, merged or otherwise combined. In
addition, this Agreement shall inure to the benefit of and be binding upon
Employee, his heirs, distributees and personal representatives.
6.6 - Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Nevada, with venue to be in Clark
County, Nevada, without giving effect to principles of conflict of law thereof.
6.7 - Attorney's Fees. In the event that either party employs counsel
to enforce any of the terms or provisions of this Agreement, the non-prevailing
party shall pay to the prevailing party all reasonable attorneys' fees and costs
incurred by the prevailing party in connection therewith.
6.8 - Amendments. This Agreement may be amended and supplemented only
by a written instrument duly executed by both parties.
6.9 - Board Authorization. This Agreement has been authorized by a
Resolution of the Board of Directors of the Company and the signatory hereto has
been authorized by all necessary corporate action.
6.10 - Counterparts. This Agreement may be executed 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.
IN WITNESS WHEREOF, intending to be legally bound, the parties have
executed this Agreement on the date first above written.
WITNESS STERLING WORLDWIDE CORPORATION
/s/ BY: /s/ DOW STEWART
- ------------------------------ ---------------------------------
DOW STEWART, PRESIDENT
/s/ /s/ ANN M. E. GREYLING
- ------------------------------ ---------------------------------
ANNE M. E. GREYLING
3
<PAGE>
Exhibit D
FILED # C17578-99
CERTIFICATE OF AMENDMENT OF ARTICLES [O]F INCORPORATION
(AFTER ISSUANCE OF STOCK)
STERLING WORLDWIDE CORPORATION
NAME OF CORPORATION
We the undersigned ANNE ME GREYLING - Officer and Director/President
and MARY DUNCAN Secretary of STERLING WORLDWIDE CORPORATION do hereby certify,
That the board of directors of said corporation at a meeting duly
convened, held on the 4th of October, 1999, adopted a resolution to amend the
original articles as follows:
Article I is hereby amended to read as follows:
The Name of this Corporation is, Sun Quest Holdings, Inc.
The number of shares of the corporation outstanding and
entitled to vote on an Amendment to the Articles of Incorporation is the
shareholder of record of 10 Million Shares of Series A Preferred Stock that the
said change(s) and amendment have been consented to and approved by a majority
vote of the stockholders holding at least a majority of stock outstanding and
entitled to vote thereon.
By: /s/ ANNE ME GREYLING
----------------------------------------
Anne ME Greyling/President
By: /s/ MARY DUNCAN
----------------------------------------
Mary Duncan/Secretary
State of FLORIDA
County of PALM BEACH
On NOVEMBER 17, 1999, personally known to me, a Notary Public, MARY
DUNCAN , who acknowledge that they executed the above instrument.
/s/ JAMES E. BEDER
------------------------------------
Signature of Notary
