EXHIBIT 10.5
AGREEMENT BETWEEN IN TOUCH MEDIA GROUP, INC.,
SHAREHOLDERS AND CREDITORS
AGREEMENT BETWEEN IN TOUCH MEDIA GROUP, INC.,
SHAREHOLDERS AND CREDITORS
This AGREEMENT (the "Agreement") is by and among In Touch Media Group, Inc.,
also known as Data Resource Consulting, Inc., a Florida corporation, (the
"Company"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Nickel") and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), and shall be effective as of November 29, 2005.
Section 3.8 "Outstanding Obligations" of the "Merger Agreement and Plan of
Reorganization by and Among Universal Healthcare Management Systems, Inc. and
Data Resource Consulting, Inc." (the "Merger") dated April 1, 2005 required
payments totaling one hundred forty thousand dollars ($140,000) to be made by
the Company to the escrow agent specified in the Merger for the benefit of
Universal Healthcare Management Systems ("Universal") creditors, the last
payment of which was to be made on or before September 20, 2005. To date the
Company has only paid thirty-eight thousand dollars ($38,000) and owes the
Universal creditors one hundred two thousand dollars ($102,000). To reduce the
financial burden and free-up more working capital for the Company, certain
creditors of Universal have agreed to take stock in lieu of cash.
The Company agrees to make cash payments totaling fifty-six thousand dollars
($56,000) and ▇▇▇▇▇▇ agrees to pay all outstanding creditors prior to the merger
taking place. The Company will wire transfer to the escrow agent twenty thousand
dollars ($20,000) within two (2) business days after the escrow attorney
confirms that he is in receipt of ▇▇. ▇▇▇▇▇▇'▇ common stock as detailed below,
eighteen thousand dollars ($18,000) within fifteen (15) days of the initial wire
transfer after the escrow attorney confirms that he is in receipt of ▇▇.
▇▇▇▇▇▇'▇ common stock as detailed below, and eighteen thousand dollars ($18,000)
within thirty (30) days of the initial wire transfer. Further, the Company
agrees to issue shares of restricted stock to compensate for the remaining
forty-six thousand dollars ($46,000) that the Company owes to Universal
creditors. The Company agrees to issue shares of restricted stock in lieu of
said debt and shall cause the transfer agent to issue one hundred eighty-four
thousand (184,000) shares of restricted stock within two (2) business days after
▇▇. ▇▇▇▇▇▇'▇ and ▇▇. ▇▇▇▇▇▇'▇ common stock as referenced below is received by
the transfer agent, all at the expense of the Company. The names and the amount
of shares per certificate shall be disclosed to the transfer agent by ▇▇▇▇▇▇. If
the stock of In Touch Media (ITOU) does not have a bid price above fifty cents
($0.50) per share for at least five (5) trading days during the thirteenth
(13th) month following the date of issue of the abovementioned restricted shares
and a trading volume averaging at least forty thousand (40,000) shares daily,
then the company agrees to issue ▇▇. ▇▇▇▇▇▇ an additional two hundred
seventy-six thousand (276,000) restricted shares immediately.
▇▇▇▇▇▇ agrees to give one million (1,000,000) shares of his free-trading stock
to the escrow agent to be disbursed to ▇▇▇▇▇▇ at the rate of forty thousand
(40,000) shares per month on the first day of each month beginning on December
1, 2005 and lasting for a period of twelve (12) months. On the thirteenth (13th)
month the escrow agent shall give the remaining five hundred twenty thousand
(520,000) shares to ▇▇▇▇▇▇ in one lump sum. The cost for the transfer agent to
produce these share certificates in the proper denominations shall be at the
sole expense of the Company.
Nickel agrees to give one hundred thousand (100,000) shares of his free-trading
stock to the escrow agent to be disbursed to Nickel at the rate of five thousand
(5,000) shares per month on the first day of each month beginning on December 1,
2005 and lasting for a period of twelve (12) months. On the thirteenth (13th)
month the escrow agent shall give the remaining forty thousand (40,000) shares
to Nickel in one lump sum. The cost for the transfer agent to produce these
share certificates in the proper denominations shall be at the sole expense of
the Company.
Initials: ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Nickel /s/ Nickel
------------ ----- ----- ----------
Page 2
Because ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Nickel will have restricted shares of stock that
they will receive as payment for services or debt, the Company agrees to mail
each person an original letter on corporate letterhead that is addressed to the
transfer agent, stating that any necessary opinion letters can be obtained from
counsel other than corporate counsel. The wording and format of said individual
letters is attached. Said letters shall be sent by the Company within two (2)
business days of the abovementioned shares of restricted stock being issued by
the Company's transfer agent. Further, it is agreed by the Company that in the
event the Company finds it necessary to do a reverse split that the shares of
stock owned by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Nickel shall be the same before and after the
split. For example, should the Company do a one for two reverse split, and if
one of the above persons owned a total of 1,000 shares before the split, that
person would then own 500 shares after the split. The Company agrees that within
twenty-four (24) hours of the reverse split that the Company shall cause the
transfer agent, at the Company's expense, to issue 500 shares to that person so
that they would have the same amount of shares before and after the split. All
restricted stock owned by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Nickel shall have "piggy-back"
rights to any registration filed by the Company, other than S-8 registrations.
The Company holds the former Board of Directors of Universal Healthcare
Management Systems and its Officers harmless against any claims made by any
shareholder(s). ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Nickel hold the Company harmless for any of
its actions or inactions to comply with the terms of the Merger. Once the
$56,000 is paid in full, Johnson, Hankin, and Nickel will hold the company
harmless of any debts prior to the merger taking place.
Failure to make the payments on time or failure to issue the stock in a timely
fashion shall be considered a breach of this Agreement. In such case, the amount
of money due to the escrow agent shall automatically revert to the original
amount in the Merger and any shares of stock issued as any form of settlement
shall remain in the possession of the holder. Further, the restrictive clauses
above regarding the disbursement of shares of stock owned by ▇▇▇▇▇▇ and Nickel
shall become null and void.
This two-page Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become effective
when one or more counterparts have been signed by each of the parties and
delivered to the other party, it being understood that all parties need not sign
the same counterpart. The signatories below agree to accept signatures
transmitted by facsimile as a true and legally binding original document.
IN TOUCH MEDIA GROUP, INC. INDIVIDUALLY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- ----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By:
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By:
----------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
AGREEMENT BETWEEN IN TOUCH MEDIA GROUP, INC.,
SHAREHOLDERS AND CREDITORS
This AGREEMENT (the "Agreement") is by and among In Touch Media Group, Inc.,
also known as Data Resource Consulting, Inc., a Florida corporation, (the
"Company"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Nickel") and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), and shall be effective as of November 29, 2005.
Section 3.8 "Outstanding Obligations" of the "Merger Agreement and Plan of
Reorganization by and Among Universal Healthcare Management Systems, Inc. and
Data Resource Consulting, Inc." (the "Merger") dated April 1, 2005 required
payments totaling one hundred forty thousand dollars ($140,000) to be made by
the Company to the escrow agent specified in the Merger for the benefit of
Universal Healthcare Management Systems ("Universal") creditors, the last
payment of which was to be made on or before September 20, 2005. To date the
Company has only paid thirty-eight thousand dollars ($38,000) and owes the
Universal creditors one hundred two thousand dollars ($102,000). To reduce the
financial burden and free-up more working capital for the Company, certain
creditors of Universal have agreed to take stock in lieu of cash.
The Company agrees to make cash payments totaling fifty-six thousand dollars
($56,000) and ▇▇▇▇▇▇ agrees to pay all outstanding creditors prior to the merger
taking place. The Company will wire transfer to the escrow agent twenty thousand
dollars ($20,000) within two (2) business days after the escrow attorney
confirms that he is in receipt of ▇▇. ▇▇▇▇▇▇'▇ common stock as detailed below,
eighteen thousand dollars ($18,000) within fifteen (15) days of the initial wire
transfer after the escrow attorney confirms that he is in receipt of ▇▇.
▇▇▇▇▇▇'▇ common stock as detailed below, and eighteen thousand dollars ($18,000)
within thirty (30) days of the initial wire transfer. Further, the Company
agrees to issue shares of restricted stock to compensate for the remaining
forty-six thousand dollars ($46,000) that the Company owes to Universal
creditors. The Company agrees to issue shares of restricted stock in lieu of
said debt and shall cause the transfer agent to issue one hundred eighty-four
thousand (184,000) shares of restricted stock within two (2) business days after
▇▇. ▇▇▇▇▇▇'▇ and ▇▇. ▇▇▇▇▇▇'▇ common stock as referenced below is received by
the transfer agent, all at the expense of the Company. The names and the amount
of shares per certificate shall be disclosed to the transfer agent by ▇▇▇▇▇▇. If
the stock of In Touch Media (ITOU) does not have a bid price above fifty cents
($0.50) per share for at least five (5) trading days during the thirteenth
(13th) month following the date of issue of the abovementioned restricted shares
and a trading volume averaging at least forty thousand (40,000) shares daily,
then the company agrees to issue ▇▇. ▇▇▇▇▇▇ an additional two hundred
seventy-six thousand (276,000) restricted shares immediately.
▇▇▇▇▇▇ agrees to give one million (1,000,000) shares of his free-trading stock
to the escrow agent to be disbursed to ▇▇▇▇▇▇ at the rate of forty thousand
(40,000) shares per month on the first day of each month beginning on December
1, 2005 and lasting for a period of twelve (12) months. On the thirteenth (13th)
month the escrow agent shall give the remaining five hundred twenty thousand
(520,000) shares to ▇▇▇▇▇▇ in one lump sum. The cost for the transfer agent to
produce these share certificates in the proper denominations shall be at the
sole expense of the Company.
Nickel agrees to give one hundred thousand (100,000) shares of his free-trading
stock to the escrow agent to be disbursed to Nickel at the rate of five thousand
(5,000) shares per month on the first day of each month beginning on December 1,
2005 and lasting for a period of twelve (12) months. On the thirteenth (13th)
month the escrow agent shall give the remaining forty thousand (40,000) shares
to Nickel in one lump sum. The cost for the transfer agent to produce these
share certificates in the proper denominations shall be at the sole expense of
the Company.
Initials: ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ Nickel
------------ ----- ---------- -----
TO THE TRANSFER AGENT FOR IN TOUCH MEDIA GROUP:
Please be advised that the Board of Directors for In Touch Media Group have met
and irrevocably resolved that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇) shall be allowed to use outside counsel, other than corporate counsel,
to issue an opinion letter when he wants to have the legend removed from any of
his restricted shares of stock, provided that the certificates are at least one
(1) year old at the time of the request.
IN TOUCH MEDIA GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
Initials: ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ Nickel
------------ ----- ---------- -----
Page 2
Because ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Nickel will have restricted shares of stock that
they will receive as payment for services or debt, the Company agrees to mail
each person an original letter on corporate letterhead that is addressed to the
transfer agent, stating that any necessary opinion letters can be obtained from
counsel other than corporate counsel. The wording and format of said individual
letters is attached. Said letters shall be sent by the Company within two (2)
business days of the abovementioned shares of restricted stock being issued by
the Company's transfer agent. Further, it is agreed by the Company that in the
event the Company finds it necessary to do a reverse split that the shares of
stock owned by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Nickel shall be the same before and after the
split. For example, should the Company do a one for two reverse split, and if
one of the above persons owned a total of 1,000 shares before the split, that
person would then own 500 shares after the split. The Company agrees that within
twenty-four (24) hours of the reverse split that the Company shall cause the
transfer agent, at the Company's expense, to issue 500 shares to that person so
that they would have the same amount of shares before and after the split. All
restricted stock owned by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Nickel shall have "piggy-back"
rights to any registration filed by the Company, other than S-8 registrations.
The Company holds the former Board of Directors of Universal Healthcare
Management Systems and its Officers harmless against any claims made by any
shareholder(s). ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Nickel hold the Company harmless for any of
its actions or inactions to comply with the terms of the Merger. Once the
$56,000 is paid in full, Johnson, Hankin, and Nickel will hold the company
harmless of any debts prior to the merger taking place.
Failure to make the payments on time or failure to issue the stock in a timely
fashion shall be considered a breach of this Agreement. In such case, the amount
of money due to the escrow agent shall automatically revert to the original
amount in the Merger and any shares of stock issued as any form of settlement
shall remain in the possession of the holder. Further, the restrictive clauses
above regarding the disbursement of shares of stock owned by ▇▇▇▇▇▇ and Nickel
shall become null and void.
This two-page Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become effective
when one or more counterparts have been signed by each of the parties and
delivered to the other party, it being understood that all parties need not sign
the same counterpart. The signatories below agree to accept signatures
transmitted by facsimile as a true and legally binding original document.
IN TOUCH MEDIA GROUP, INC. INDIVIDUALLY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By:
---------------------------- ----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By:
----------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
TO THE TRANSFER AGENT FOR IN TOUCH MEDIA GROUP:
Please be advised that the Board of Directors for In Touch Media Group have met
and irrevocably resolved that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇) shall be allowed to use outside counsel, other than corporate counsel,
to issue an opinion letter when he wants to have the legend removed from any of
his restricted shares of stock, provided that the certificates are at least one
(1) year old at the time of the request.
IN TOUCH MEDIA GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
Initials: ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Nickel /s/ Nickel
------------ ----- ----- ----------