EXHIBIT 10.33
LETTER OF AGREEMENT
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
H&H Acquisition Corporation
c/a ▇▇▇▇▇▇ & Associates, P.A.
▇▇▇▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
March 7, 1997
Background:
Reference is made to the written offer of October 9, 1997, regarding ▇▇▇▇▇ ▇▇▇▇▇
(a.k.a. ▇▇▇ ▇. ▇▇▇▇▇ or ▇▇▇▇▇) and associates purchasing all except two hundred
thousand (200,000) shares of the issued and outstanding shares of Wee Wees, Inc.
The agreement provided for two hundred thousand (200,000) shares being retained
by H&H Acquisition Corporation ("H&H"). On December 17, 1996, Wee Wees, Inc.
changed its name to Financial Intranet, Inc. ("FNTN"). That written offer is
attached hereto and incorporated by reference. ▇▇▇▇▇ subsequently accepted that
offer, subject to the modifications set forth below.
(a) Subsequent to the offer of October 9, 1996, ▇▇▇▇▇ and H&H agreed
that H&H would retain an additional two hundred thousand (200,000)
shares of FNTN's Common Stock, leaving a total of four hundred
thousand (400,000) shares of Financial Intranet, Inc. (formerly Wee
Wees, Inc.) Common Stock to be retained by H&H.
(b) It is agreed that of the four hundred thousand (400,000) shares
retained by H&H two hundred thousand (200,000) shares of FNTN Common
Stock shall be restricted for sale for a period of nine (9) months
from the date of this Agreement.
(c) Based upon a subsequent verbal agreement, FNTN issued and
delivered to H&H two hundred thousand (200,000) warrants in the
aggregate to purchase two hundred thousand (200,000) share in
aggregate of FNTN's Common Stock exercisable at Seven Dollars and
Twenty-Five Cents ($7.25) per share. A copy of a sample warrant is
attached hereto for reference purposes.
Commitment to Purchase by ▇▇▇▇▇
By his signature hereunder, ▇▇▇▇▇ has agreed to purchase or arrange the purchase
by others one hundred forty-two thousand five hundred (142,500) shares, or such
lesser number of shares that may be delivered by H&H to ▇▇▇▇▇ or to any broker
dealer handling the sale of FNTN Common Stock currently beneficially owned by
H&H or its shareholders, on the following terms:
1. H&H shall deposit, or arrange to have one hundred twenty-three thousand, five
hundred (123,500) shares of FNTN Common Stock into its account at ▇▇▇▇▇ Block,
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, Attention ▇▇▇▇▇▇▇ ▇▇▇▇▇.
2. ▇▇▇▇▇ shall purchase or arrange to have purchased by others an initial block
of twenty-two thousand (22,000) shares FNTN Common Stock through a private or
public transaction at a price for the block of Eighty-eight Thousand Dollars
($88,000.00). This sale will be aggregated with a prior sale of two thousand
shares made fix H&H account amounting to Twelve Thousand Dollars ($12,000.00)
which when added to the new block sold results in One Hundred Thousand Dollars
($100,000.00) in the aggregate being paid by ▇▇▇▇▇ for both blocks sold or to be
sold in accordance with the terms of this Agreement.
3. Concurrent with the payment of the One Hundred Thousand Dollars ($100,000.00)
to H&H in good cleared funds, the balance of a total of two million, five
hundred forty-three thousand (2,543,000) shares of FNTN Common Stock, of which
two million, two hundred fifty-seven thousand, one hundred (2,257,100) shares
are assigned to ▇▇▇ ▇. ▇▇▇▇▇ and two hundred eighty-five thousand, nine hundred
(285,900) shares are owned by others (itemized on the schedule of certificates
attached hereto and made a part hereof), and which certificates are in the
current possession of H&H shall be delivered to Interwest Transfer Company with
the following instructions:
(a) "transfer fifty thousand (50,000) shares of enclosed shares
represented by the enclosed Certificates endorsed in blank to "▇▇▇▇▇▇
▇. ▇▇▇▇▇" and issue a new Certificate in the name of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
When issued in the name of ▇▇▇▇▇▇ ▇▇▇▇▇, representing shares of Common
Stock of FNTN, the Certificates shall be delivered by overnight US
Mail to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ at ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇."
(b) "Release and deliver to the shareholders of record two hundred
eighty-five thousand, nine hundred (285,900) Certificates presently in
the possession of Interwest Transfer Company and previously issued to
shareholders of record, as set forth on the list of shareholders FNTN
shares of Common Stock attached hereto and made a part hereof."
(c) "Transfer the two million, two hundred seven thousand one hundred
(2,207,100) shares represented by the enclosed Certificates and
endorsed in blank by the current shareholders of record to ▇▇▇ ▇.
▇▇▇▇▇ and issue new Certificates in the same denominations, in the
name of ▇▇▇ ▇. ▇▇▇▇▇. When issued in the name of ▇▇▇ ▇. ▇▇▇▇▇,
representing shares of Common Stock of FNTN owned by ▇▇▇ ▇. ▇▇▇▇▇, the
Certificates shall be delivered by overnight US Mail to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
& Associates, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇; ▇▇ ▇▇▇▇▇ ("Escrow
Agent") to be held under the terms of an escrow agreement entered into
between the Escrow Agent, H&H and ▇▇▇ ▇. ▇▇▇▇▇."
4. ▇▇▇▇▇ herewith agrees to purchase, or arrange the purchase of the balance of
one hundred twenty thousand, five hundred (120,500) shares of Common Stock owned
by H&H at a price of Five Dollars (5.00) per share in accordance with the
following purchase schedule:
(a) 45,000 shares of FNTN Common Stock within forty-five (45) days of
the date of this Agreement.
(b) 35,000 shares of FNTN Common Stock within ninety (90) days of the
date of this Agreement.
(c) 40,500 shares of FNTN Common Stock within one hundred twenty (120)
days of the date of this Agreement
5. ▇▇▇▇▇ shall notify H&H in writing by first class mail and by telecopier
within forty-eight (48) hours of the confirmation of any sale of FNTN shares of
Common Stock owned by H&H the number of shares of FNTN Common Stock purchased by
▇▇▇▇▇, or for which ▇▇▇▇▇ arranged the purchase by third parties through a
private transaction and/or public sale and remit or arrange to remit finds to
H&H resulting from the purchase/sale of the shares on or before the settlement
date which is industry-standard for securities transactions.
6. In the event the certificates representing the shares of FNTN Common Stock
offered for sale by H&H hereinabove is not delivered to ▇▇▇▇▇ or to the broker
dealer handling the transaction, within three (3) days of the date of a
confirmed offer to purchase by ▇▇▇▇▇ or purchased by third parties which sale
was arranged by ▇▇▇▇▇, then in that event the shares committed to be purchased
by ▇▇▇▇▇ in accordance with the terms of this Agreement shall be reduced from
the total number of shares whose certificates were not delivered on a timely
basis to ▇▇▇▇▇ or to the broker dealer handling the purchase transaction, as the
case may be.
7. Concurrent with instructions provided to Interwest and counter-signed by
▇▇▇▇▇ as Secretary of FNTN to issue the shares of Common Stock of FNTN to ▇▇▇▇▇
in accordance with the terms of this Agreement, and concurrent with the delivery
of One Hundred Thousand Dollars ($100,000.00) by ▇▇▇▇▇ to H&H in accordance,
with paragraph 3 above, ▇▇▇▇▇ and H&H shall execute a Loan Agreement and ▇▇▇▇▇
shall execute a Promissory Note and Collateral Pledge Agreement in form and
substance as the draft documents attached hereto and made a part hereof.
(a) A Promissory Note ("the Note") shall mature one hundred twenty
(120) days from the date of this Agreement, whose principal is payable
in part or in whole in the amount of Five Hundred Seventy-Two
Thousand. One Hundred Dollars ($572,100.00) plus interest at the rate
of ten patent (10%) per annum calculated on a daily basis on the
outstanding principal.
(b) This Note shall be issued to secure the payment for those shares
committed to be purchased by ▇▇▇▇▇ or others under the terms of this
Letter of Agreement.
8. ▇▇▇▇▇ and H&H have selected ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to act as Escrow Agent who accepts
to act upon the following instructions:
(a) The two million, two hundred seven thousand, one hundred
(2,207,100) shares of Common Stock of Financial Intranet, Inc.
("FNTN") deposited with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ acting as an Escrow Agent for
H&H and ▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇") shall hold the property of ▇▇▇▇▇ in a
secured location. The shares shall be delivered to ▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ or to H&H c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇, at
▇▇▇▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ MD, as the may be, upon the
following events:
(b) The Escrow agent shall deliver to ▇▇▇▇▇, the Certificates
representing five hundred fifty thousand seven hundred seventy-five
(551,775) shares of Common Stock of FNTN being held by the Escrow
Agent as the property of ▇▇▇ ▇. ▇▇▇▇▇ upon receipt of true copies of
transfer sheets from Interwest Transfer Company or such t transfer
agent selected to act as the transfer agent for FNTN shares indicating
that twenty-six thousand, eight hundred (26,800) shares FNTN's Common
Stock in the aggregate was transferred from the accounts of any or all
of H&H (or their designated shareholders).
(c) Upon the certification by ▇▇▇ ▇. ▇▇▇▇▇ stating that all one
hundred twenty thousand; five hundred (120,500) shares of FNTN Common
Stock committed to be purchased or sold by ▇▇▇▇▇ for H&H or such
lesser number of shares of FNTN Common Stock committed to be purchased
or sold by ▇▇▇▇▇ but not delivered by H&H for sale to or by ▇▇▇▇▇,
then in that event, the balance of any FNTN Common Stock, then held by
the Escrow Agent which is the property of ▇▇▇▇▇, shall be delivered to
▇▇▇▇▇.
(d) Upon the certification of ▇▇▇▇▇▇ ▇▇▇▇▇▇ representing H&H that:
(i) the principal and accrued interest of the Note in the
amount of Five Hundred Eighty-four Thousand Five Hundred Sixty
Dollars ($584,560.00) had not been paid in full within 30 days
of the Note's maturity date and
(ii) all certificates representing one hundred twenty thousand,
five hundred (120,500) shares of FNTN's Common Stock owned by
H&H in had been delivered to the account of H&H at ▇▇▇▇▇ Block
and available for sale.
then in that event the balance of any FNTN Common Stock, then
held by the Escrow Agent which is the property of ▇▇▇▇▇, shall
be delivered and become the property of H&H as liquidated
damages and in lieu of, and in payment of, the balance of any
unpaid principal and accrued interest of the Note and all
shares offered and available for sale by H&H in accordance with
the terms of this Agreement shall be delivered forthwith to
▇▇▇▇▇.
9. ▇▇▇▇ ▇▇▇▇▇ and H&H shall cooperate and do all other acts which may be
reasonably requested by the other party to implement the terms and conditions of
the transactions
contemplated by this agreement.
10. Notices to H&H Acquisition are to be sent to:
H&H Acquisition Corporation
▇▇▇▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
or such other address as may be provided from time to time.
11. The terms of the Letter Agreement and attachments represents the total
agreement between the parties to this Agreement.
12. This Letter Agreement shall be governed and construed under the laws of the
State of Nevada and may not be modified except in writing signed by all parties
to this Agreement.
In Witness whereof the parties have affixed their signatures on the date listed
by this signature.
/s/▇▇▇ ▇. ▇▇▇▇▇ (Date) 3-14-97
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▇▇▇ ▇. ▇▇▇▇▇
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. (Date) 3/12/97
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H&H Acquisition Corporation
AMENDMENT TO LETTER AGREEMENT DATED MARCH 7, 1997
WHEREAS, on March 7, 1997, ▇▇▇ ▇. ▇▇▇▇▇ (a.k.a ▇▇▇▇▇ ▇. ▇▇▇▇▇) and H&H
Acquisition Corporation ("H&H") entered into a Letter of Agreement (the
"Agreement"), for the purchase of certain shares by ▇▇▇ ▇. ▇▇▇▇▇ in Financial
Intranet, Inc. (formerly Wee Wees, Inc.).
WHEREAS, the undersigned parties wish to substitute Financial Intranet Holdings,
Inc. ("Holdings") for ▇▇▇ ▇. ▇▇▇▇▇ in the Agreement, and Holdings has agreed to
accept and assume, as purchaser, the obligations on the part of ▇▇▇ ▇. ▇▇▇▇▇
under the Agreement, and ▇▇▇ ▇. ▇▇▇▇▇ has agreed to assign all of his interests
in and rights under the Agreement to Holdings.
WHEREAS, ▇▇▇▇▇ has agreed to deliver to the Escrow Agent, executed irrevocable
stock powers, sufficient to cover two million, two hundred seven thousand, one
hundred (2,207,100) shares of Financial Intranet, Inc. ("FNTN"), endorsed in
blank, to the Escrow Agent, within five (5) business day of the delivery of such
shares to the Escrow Agent; and
WHEREAS, those stockpowers will be held by the Escrow Agent, and delivered,
along with the shares of FNTN, to Holdings or to H&H, as provided in the Escrow
Agreement;
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged,
Holdings hereby accepts and assumes the obligations on the part of ▇▇▇ ▇. ▇▇▇▇▇,
as purchaser, under the Agreement and ▇▇▇ ▇. ▇▇▇▇▇ hereby assigns all of his
interests in and rights under the Agreement, and Holdings is hereby substituted
for ▇▇▇▇▇ pursuant to the terms of the Agreement.
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures on the
date listed by their signature.
/s/ ▇▇▇ ▇. ▇▇▇▇▇ Date: 4/3/97
---------------------------------
▇▇▇ ▇. ▇▇▇▇▇
Date:
---------------------------------
H&H Acquisition Corporation
AGREED AND ACCEPTED BY:
/s/ ▇▇▇ ▇. ▇▇▇▇▇, President Date: 4/3/97
---------------------------------
Financial Intranet Holdings, Inc.