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EXHIBIT 10.2
Agreement dated 29 September, 1997, between International Resort Developers,
Inc., "The WLC Shareholders", Growth Strategies, Inc., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Park
Investments Limited, and Ameristar Worldwide Entertainment Corporation.
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AGREEMENT
DATED: 29 SEPTEMBER 1997
PARTIES
1. INTERNATIONAL RESORT DEVELOPERS INC (incorporated in Idaho) of ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ("IRD")
2. THE PERSONS SPECIFIED IN THE SCHEDULE HERETO ("The WLC Shareholders")
3. GROWTH STRATEGIES INC ("incorporated in Nevada") of ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ("GSI")
4. ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ OF ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
contracting as a Trustee ("SW")
5. PARK INVESTMENTS LIMITED of ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇ ("Park")
6. AMERISTAR WORLDWIDE ENTERTAINMENT CORPORATION ("incorporated in Arkansas) of
▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ (formerly called World
Lynx Communications Corp) ("WLC")
WHEREAS:
(1) By a contract dated August 25 1997 ("the Principal Contract") the WLC
shareholders agreed to sell to IRD and IRD agreed to buy all of the 1,000 issued
and outstanding shares in the capital of WLC in consideration of the issue to
the WLC Shareholders on closing of 1,685,539 shares in IRD credited as fully
paid ("the Basic Consideration Shares") and a further number of shares in IRD,
also to be credited as fully paid, on the basis of three thousand shares for
each thousand dollars of after tax profit earned by WLC during the years 1998
and 1999 ("the Earn-out Shares"). Final closing of the Principal Contract was to
be conditional upon approval by a general meeting of the shareholders of IRD.
(2) The Principal Contract contained provisions whereby the WLC Shareholders
warranted, inter alia, that all the accounting and financial information
relating to WLC disclosed to IRD was correct and comprehensive in all material
respects and IRD's obligation to close the Principal Contract was conditional
upon further due diligence by IRD.
(3) Previously to entry into the Principal Contract WLC had acquired from GSI
certain assets formerly forming part of a network marketing business operating
under the name Ameristar Worldwide Entertainment ("the Name") from premises at
▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, the assets acquired including all
rights to operate under and use the Name in verbal and logo form, all the trade
connections of GSI and arrangements with GSI's sales and
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distribution agents and sub-agents, the lease relating to the said premises
("the Lease"), the benefit of a purchase and distribution contract with
Echo-Star Communications Corp ("the Dish Contract"), all or any concepts, plans,
proposals, copyrights, designs, video tapes, computer programs of a proprietary
nature and intellectual property of any kind used in connection with said
business, and all of the assets scheduled to the acquisition contract ("the GSI
Contract") but not including inventory, cash and receivables (all of which
assets and rights are together referred to as "the Ameristar Assets") in
consideration of WLC:
(a) issuing to GSI 450 shares in its capital ("the WLC Consideration
Shares")
(b) giving to GSI a promissory note ("the Note") in the sum of $400,000
interest free but payable on demand
(c) paying to GSI a royalty of 21/2% of its net sales revenue (as
defined in the GSI Contract) in each year
In the GSI Contract WLC gave to GSI in connection with the issue of its shares
to GSI the like warranty to that given by WLC to IRD and referred to in Recital
(2) above.
(4) The GSI Contract closed on 22 August 1997 whereupon SW became the President
and CEO of WLC and WLC Consideration Shares were issued but on the direction of
GSI 150 of such shares were issued to SW as Trustee
(5) Park is the owner of all the issued capital of GSI
(6) Since the making of the Principal Contract IRD has advanced to WLC a total
amount of $650,000, of which $400,000 was utilized to pay the amount due on the
Note. The sum of $200,000 approximately now stands to the credit of an account
of WLC at Bank, West End Avenue, Nashville ("the Account"). No payments on
account of the above recited royalty have been made by WLC.
(7) It is accepted by all the parties hereto that discrepancies have arisen in
respect of the accounting and financial information concerning the affairs of
WLC disclosed by WLC to IRD and GSI and that while such discrepancies do not in
any way relate to the Ameristar Assets the conditionality of the Principal
Contract would not therefore be satisfied. Furthermore, given the circumstances
the directors of IRD would no longer be in a position to recommend to its
shareholders that they vote to approve the implementation of the Principal
Contract.
(8) In full settlement the parties have therefore agreed that their respective
rights and claims under the Principal Contract and the GSI Contract shall be
settled by the rescission thereof and the sale by Park of the issued share
capital of GSI to IRD on the terms set out herein and on the basis that GSI as
the owner (following such rescission) of the Ameristar Assets enters into a
covenant to pay to Park the like royalty which WLC agreed in the GSI Contract to
pay to GSI
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NOW IT IS HEREBY AGREED as follows:
1. The Principal Contract and the GSI Contract shall be and are hereby forthwith
rescinded for all purposes and shall be of no further effect and no party
thereto shall make any claim against any other party relating to or derived from
the terms thereof. As a result of the rescission of the GSI Contract the
Ameristar Assets shall revert to the ownership GSI with the benefit of all
inventory, unfulfilled or outstanding orders and monies due but unpaid relating
to that part of the business carried on by WLC since 22 August 1997 utilizing
the Ameristar Assets.
2. Immediately following execution hereof the following parties shall take the
actions specified below:
(a) IRD and Park shall enter into and thereafter perform a contract for
the sale to and purchase by IRD of the share capital of GSI in the terms of the
form on contract annexed hereto ("the New Contract")
(b) IRD shall with effect from the closing of the New Contract waive
the repayment by WLC of $400,000 advanced by it to WLC and utilized for the
repayment of the Note and such further part of the monies advanced by it to WLC
as have been credited to the Account and are not being repaid pursuant to
sub-clause (c) below
(c) WLC shall repay to IRD firstly all monies standing to the credit of
the Account and secondly such further amount as shall be equal to the difference
(if any) between the total of the amounts waived pursuant to (b) above and
repaid as provided firstly above and $650,000 and shall then close the Account.
(d) SW shall resign as President and CEO and he shall procure that
▇▇▇▇▇ ▇▇▇▇▇▇ shall also resign as CFO and Secretary of WLC.
(e) IRD shall give to GSI an inter company loan facility of $650,000 of
which $400,000 plus such amount as shall have been lent by IRD to WLC and
credited to the Account but not repaid as provided by sub-clause (c) above shall
be deemed to have been drawn down. An amount equal to the credit balance on the
Account repaid by WLC shall be drawn down by GSI immediately following the
execution hereof and repayment by WLC.
(f) WLC shall
(i) cancel the WLC Consideration Shares and SW and GSI shall
execute such consents or other documents WLC shall reasonably require for the
purpose of accomplishing such cancellation
(ii) assign or otherwise transfer the Lease and the Dish
Contract to GSI and to take all necessary steps and do all necessary things to
re-vest in GSI the full benefit of the Ameristar Assets, including, but without
limitation merchant accounts arising from credit card transactions and
associated credit card facilities and arrangements.
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(iii) change its name to World Lynx Communications Inc.
(iv) transfer to GSI all the employees of WLC engaged in
that part of its business utilizing the Ameristar Assets
(g) GSI shall:
(i) change its name to Ameristar Worldwide Entertainment
Corporation
(ii) appoint SW as President and CEO and ▇▇▇▇▇ ▇▇▇▇▇▇ as CFO
and Secretary
(iii) employ all those persons transferred to it as provided
in (f) (iv) above on the same terms as apply to their employment by
WLC
(iv) assume and fulfill all outstanding orders and other
commitments relating to the Ameristar Assets as are transferred to it
pursuant to this Agreement
3. In consideration of Park as the parent company of GSI consenting to GSI
releasing IRD from the Principal Contract and WLC from the GSI contract and the
obligation to pay the royalty therein provided for and, further, agreeing to
enter into the New Contract for the sale to IRD of its shares in GSI, GSI with
the consent and approval of IRD agrees and covenants that it shall henceforth
pay to Park a royalty of 2 1/2% of its Net Sales Revenue in each year from the 1
September 1997 ("the Royalty"). In this sub-clause "Net Sales Revenue" shall
mean payments actually received by or for the credit of GSI from sales made by
it, or by any subsidiary of it, in each year, less commissions actually paid in
the normal course of business as a cost of sale, as shown in an audited
statement of the Net Sales Revenue of GSI in each such year consolidated with
its subsidiaries (if any), provide that during the first seven days of each
month of each year during which the Royalty shall be payable GSI shall advance
to Park on account of its liability such amount as GSI's management shall in
good faith estimate from its management accounts to be 2 1/2% of the Net Sales
Revenue arising during the previous month. Within fourteen days of the
certification of each audited statement of GSI it shall pay to Park any balance
due after taking into account all payments received during the year in question
or Park shall similarly repay any balance due to GSI. IRD agrees that upon GSI
becoming it's subsidiary it will procure that GSI shall, for such time as the
Royalty shall be payable, retain the ownership and remain the operator of the
Ameristar Assets (including for the avoidance of doubt the business carried on
under the Name in such form as it shall exist from time to time) and that it
will in good faith use its best efforts to ensure the maximization by GSI of the
sales upon which the Royalty is to be computed.
4. This agreement shall enure to the benefit of and shall be binding upon the
parties and their subsidiaries (as they may exist from time to time) successors
and assignees. The provision of this agreement shall survive the full or partial
performance of clause 2 hereof.
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5. WLC warrants that it is the unencumbered beneficial owner of the Ameristar
Assets and that no claims exist which affect or may affect the Ameristar Assets
and that it is not aware of any circumstances which may give rise to any such
claims.
6. This agreement may be executed in separate counterparts and when so executed
by all the parties will be valid as if all the signatories had executed the same
document.
IN WITNESS WHEREOF this agreement is executed by the parties as specified
THE SCHEDULE
The WLC Shareholders
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇
Growth Strategies Inc. ▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇/▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ as above
▇▇▇▇▇▇ ▇▇▇▇▇▇ as above
Romford Enterprises SA ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
Waterlink Limited ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
Hawk Continental Ltd ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
Kisaran Enterprises Ltd ▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇, ▇▇
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Salfolia Trading Ltd ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇
Leander Limited ▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇, ▇▇
Rathluire Ltd ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇
INTERNATIONAL RESORT DEVELOPERS INC
By: s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as Trustee GROWTH STRATEGIES INC
By: s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
s/▇▇▇▇▇ ▇▇▇▇▇▇▇
s/▇▇▇▇▇▇ ▇▇▇▇▇
s/▇▇▇▇▇▇ ▇▇▇▇▇▇
ROMFORD ENTERPRISES LTD
By: s/▇.▇. ▇▇ ▇▇▇▇▇
WATERLINK LIMITED LEANDER LIMITED
By: s/▇.▇. ▇▇▇▇▇▇▇ & Co. By: s/ ▇.▇. ▇▇▇▇▇▇▇ & Co.
KISARAN ENTERPRISES SALFOLIA TRADING LTD
By: s/ ▇.▇. ▇▇▇▇▇▇▇ & Co. By: s/ ▇.▇. ▇▇▇▇▇▇▇ & Co.
HAWK CONTINENTAL LTD RATHLUIRC LIMITED
By: s/ ▇.▇. ▇▇▇▇▇▇▇ & Co. By: s/ ▇.▇. ▇▇▇▇▇▇▇ & Co.
PARK INVESTMENTS LTD
By: s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
AMERISTAR WORLDWIDE ENTERTAINMENT CORPORATION
By: s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇