Exhibit 10
SETTLEMENT AGREEMENT
This Agreement made this 5th day of February 2001
BETWEEN: CENTRAL CAPITAL VENTURE CORPORATION, NEVADA CORPORATION(hereinafter
referred to as CCVC)OF THE FIRST PART-AND-DATANET INFORMATION SYSTEMS INC. A
NEVADA CORPORATION(hereinafter referred to as DN)OF THE SECOND PART
WHEREAS pursuant to Bankruptcy proceedings in the State of California relating
to CCVC formerly DIGITAL TECHNOLOGIES MEDIA GROUP, INC., CCVC purchased
1,000,000 issued Shares of DN for the sum of one million ($1,000,000.00) dollars
(U.S.) and other good and valuable consideration.
AND WHEREAS CCVC has paid, pursuant to the Bankruptcy documents, the sum of only
one hundred thousand ($100,000.00) dollars (U.S.).
AND WHEREAS there has been various diverse dealings between all of the parties
hereto.
AND WHEREAS the parties are all in agreement that they must comply with the
Investment Company Act of 1940.
AND WHEREAS the parties have agreed to settle their differences in accordance
with the terms as hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. It is the intention and understanding of the parties hereto that upon
execution of the agreement hereof, and upon receipt of $100.00 US from DN and
return of any business equipment or other materials held by DN or its officers
and/or directors, if any, that CVCC shall return to DN the 1,000,000 issued
Shares of DN currently held by CVCC and DN shall return the 85,000 Preferred
Series A shares issued by CVCC and held by DN shareholders. In regard to the
shares that each may hold of the other, the parties agree to work through their
respective counsel so that the stock ledgers of the respective corporations may
be accurately updated accordingly.
2. Further, as additional consideration to DN, several shareholders of CCVC
and/or entities holding shares in CVCC, will cause 60,000 shares of common stock
in CVCC, 35,000 of the shares shall be without restrictive legend, and 25,000
shares shall be restricted. In addition, CVCC shall cause certain shareholder(s)
to sell 35,000 common stock purchase Warrants to shareholders of DN, said
shareholders heretofore identified as Budney and Ludwig. Budney and Ludwig will
pay consideration in the aggregate of $10 each for the aforementioned Warrants
in a brokered transaction, plus usual and customary brokerage fees if any, and
will open one or more brokerage accounts with MG Securities for the purpose of
selling or exercising the aforementioned Warrants. CVCC shall provide its best
efforts to register or cause successor management to "piggyback" register the
25,000 shares carrying a restrictive legend.
3. All parties will cooperate in modifying and filing the appropriate
documents with the SEC. Each party will pay its own fees in this regard. In
addition, DN, Budney and Ludwig agree to a lock-up, whereby each of the
entities, DN, Budney and Ludwig, collectively holding 95,000 common stock shares
of CVCC, inclusive of the Warrants and restricted shares, may each sell a total
of only 3,000 shares per month, or 9,000 inclusively, but shall further agree
not to sell any shares for a period of 90 days after the execution of this
agreement. Further, DN, Budney and Ludwig agree to a similar 90 day lock-up for
the restricted shares they hold if those shares become registered prior to the
expiration of the 12 month Rule 144 holding period.
4. As further comfort to CVCC, DN, Budney and Ludwig agree to place their
share certificate(s) at MG Securities, who shall serve as CVCC's watchdog agent
for the lock-up period(s).
5. CCVC, its Directors and Officers also agree that immediately upon the
execution hereof, the Preferred A shares of CCVC held by Jande International
Holdings, LLC and/or Ely Mandell, now in the possession of North West Securities
and Transfer, will be retired. CCVC shall provide proof of such retirement of
shares to DN upon its request.
6. It is agreed by CCVC that DN will henceforth have the right to pursue its
own financing arrangements and future development plans, as long as these plans
are not with another Business Development Company or violates the Investment
Company Act of 1940. CCVC shall work with DN to insure that all necessary steps
are taken so that there are no violations of the Investment Company Act of 1940.
7. CCVC, its Directors, Officers and Shareholders agree that DN and its
Shareholders, Officers and Directors shall be allowed to operate with the
greatest degree of autonomy.
8. It is agreed by and between the parties that once CCVC has caused certain
shareholders to pay DN the aforesaid consideration, this agreement shall
constitute a full and final Mutual General Release pursuant to which the
following:
a) CCVC, for itself and its officers, directors and shareholders, and their
successors and assigns, hereby releases DN, its officers, directors,
shareholders, executors, administrators, successors, affiliates, employees and
assigns, from any and all claims, causes of action, liabilities, costs or
expenses arising out of or under any and all agreements or understandings with
any of them, including the right to receive or hold shares of common stock or
any other interest in DN.
b) DN, for itself and its officers, directors and shareholders, Ludwig and
Budney, and their successors and assigns, hereby releases CCVC, its officers,
directors, shareholders, marketmaker(s), heirs, executors, administrators,
successors, affiliates, employees and assigns, from any and all claims, causes
of action, liabilities, costs or expenses arising out of or under any actions
taken by CCVC in its capacity as an actual or ostensible officer or shareholder
of DN.
c) Each of the parties hereto acknowledges that he, she or it has read Section
1542 of the California Civil Code set out below which states as follows:
"A General Release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the Release, which if
known by him must have materially affected his settlement with the debtor."
Each of the parties hereto hereby waives application of Section 1542 of the
California Civil Code.
d) DN and CCVC each warrant and represent to the other that they have made full
disclosure with respect to any and all matters relating to the operations and
financial condition of the other, the actions taken by any of them for, on
behalf of or in the name of CCVC or DN and any other material facts which would
reasonably influence a party to enter into this Release.
e) Each of the parties to this Release represents and warrants that such a party
has been advised to seek the advice of counsel prior to executing this Release,
that such party has obtained such legal advice as it has deemed advisable and
that such party is fully cognizant with respect to the releases, rights and
obligations they have given or received under this Release.
f) Each of the parties to this Release warrants and represents that it will
maintain the confidentiality of this Release except as CCVC and or DN may be
obligated to disclose its contents pursuant to Federal law and that this Release
does not constitute an admission by any party of any matter described herein or
related to the subject matter referred to herein. Nothing in this Release or
any related document shall be construed or be admissible in any proceeding as
evidence of liability of wrongdoing or otherwise by any of the parties hereto or
by any other persons or entities. The parties hereto agree that this Release is
a result of a compromise within the provisions of the California Evidence Code
(S)(S)1152 and 1154 and the provisions of any similar statute of any other
jurisdiction.
g) Each party to this Release agrees to indemnify and hold harmless the other
parties to this Release from and against any and all liability, damages and
expenses, including without limitation counsel fees, disbursements and out-of-
pocket expenses) arising out of or in connection with any and all proceedings of
a civil, judicial or administrative nature commenced by ether party, resulting
from any breach of this Release or any of the provisions thereof.
12 This Agreement shall be construed under and shall be governed by the laws
of State of California.
13 This Agreement may be executed in two or more counterparts each of which
will be an original and all of which shall constitute an entire document.
14 This Agreement sets forth the entire understanding of the parties in
connection with the subject matter hereof. None of the parties has made any
statement, representation or warranty in connection herewith which has been
relied upon by any other party hereto or which has been an inducement for any
party to enter into this Agreement, except as expressly set forth herein. It is
expressly understood and agreed that this Agreement may not be altered, amended
or otherwise changed in any respect whatsoever, except by a writing duly
executed by authorized representatives of the parties hereto. The parties agree
that they will make no claim at any time that this Agreement has been altered or
modified or otherwise changed by oral communication of any kind or character.
15 The parties hereto agree that they will make no derogatory or disparaging
statements either oral or in writing regarding their business
dealings with the other parties hereto or with respect to any of the matters
arising out of or under this Agreement.
16 Each party executing this Agreement or joining in it hereby covenants,
represents and warrants that such party has full right, power, legal capacity
and authority to execute this Release, that no other consents or approvals of
any other parties are required or necessary for this Agreement to be so binding
and that this Agreement shall be fully enforceable in accordance with its terms.
This Agreement shall become effective upon execution by all parties whose names
are set forth below.
17 This Agreement shall inure to the benefit of and be binding upon the heirs,
administrators and successors of each of the parties hereto.
18 This Agreement may only be amended, changed or modified by a writing signed
by all of the parties hereto.
19 Each party to this Agreement shall execute and deliver any and all papers,
documents and other assurances and shall perform any and all further acts and
take any and all further steps that may be reasonably necessary to confirm or
perform the obligations of such party, the provisions of this Agreement and the
transactions contemplated hereby.
20 Any notice required or desired to be sent to a party shall be duly given if
sent by certified or registered mail, return receipt requested, or personally
delivered to the address of a party. The addresses of the parties are set forth
below.
CCVC:
----
c/o David L. Kagel
1801 Century Park East, 25th Floor
Los Angeles, California 90067
DN
--
c/o Bernie Budney and Zanley Galton
4025 NW Express
Portland, OR 97210
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument. Facsimile signatures shall be as valid as originals and may be
relied upon by any party.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the date
first above written.
"CCVC"
By: S/ Rex Crim
--------------------------
Rex Crim, President
By: S/ Brad Bartlison
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Brad Bartilson, Director
"DN"
By S/ Bernie Budney
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Bernie Budney, President
By: S/ Leonard Ludwig
-------------------------------
Leonard Ludwig, CEO First Portland
Corporate Shareholder
[GLAST, PHILLIPS & MURRAY LETTERHEAD]
May 16, 2001
HAND DELIVER
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Mr. Harold McKamy
MG Securities Group, Inc.
900 Jackson Street, Suite 450
Dallas, Texas 75202
Re: Central Capital Venture Corporation ("CCVC")
Dear Harold:
In connection with the efforts of MG Securities Group, Inc. ("MG") to begin
making a market in the common stock of CCVC, you have provided me with an
inquiry dated March 29, 1001 from Robert W. Nesbitt of NASD Regulation. Such
letter seeks information to determine whether the divestiture by CCVC of the
common stock of Datanet Information Systems, Inc. ("Datanet") was in compliance
with Section 57 [sic] of the Investment Company Act of 1940. (The reference to
Section 57 should have been to what is now Section 56 - Transactions with
certain affiliates.)
The facts in the record are as follows: CCVC acquired Datanet as its first
investment company in exchange for CCVC preferred stock and the obligation to
contribute $100,000 of initial capital and an additional $900,000 over two
years. One of the selling shareholders of Datanet and an affiliate of another
became officers and directors of CCVC following the purchase. In October 2000,
management of CCVC was in a dispute with Mr. Bernie Budney, one of the sellers
of Datanet, who was an officer and director of CCVC and Datanet. Such dispute
pertained in part to the failure of CCVC to make any of the additional capital
contributions to Datanet.
In October and November 2000, all of the directors and officers of CCVC who
had any ownership or management vote in Datanet resigned from the CCVC board.
Therefore, in February 2001, the CCVC Board consisted only of Mr. Rex Crim and
Mr. Brad Bartilson, neither of whom had ever been officers, directors or
shareholders of
May 16, 2001
Page 2
Datanet. The Datanet board consisted of Bernie Budney and Leonard Ludwig. In
this context, the managers of CCVC and the managers of Datanet negotiated the
Settlement Agreement dated February 5, 2001 calling for the divestiture of
Datanet from CCVC and substantial recission of the acquisition. Part of the
consideration for the divestiture was the issuance to the Datanet shareholders
of shares of CCVC stock and options for less than 5% of the outstanding shares
of CCVC.
Secton 56 of the '40 Act prohibits various kinds of transactions between a
business development company ("BDC") and an affiliate. Two kinds of affiliates
are described, and different rules apply for transactions with them. A
controlling or closely affiliated person is described in Section 56(b) and
Section 2(a)(3)(A) as a person owning more than 5% of the stock of the BDC who
is a director, officer, employee or member of an advisory board of a BDC, or any
person affiliated with any such person, or an investment advisor, promoter, or
principal underwriter controlling or controlled by a BDC. As to these persons,
a transaction between the BDC and the affiliate is unlawful unless exempted by
the SEC.
The second category of affiliate is described in Section 56(e) as a
director, officer or employee of the BDC who does not own more than five percent
of the outstanding voting stock. In the case of these non-controlling
shareholders, the transaction between the interested person and the BDC is not
unlawful if it is approved by a disinterested majority of the Board of Directors
of the BDC.
In the case at hand, the transaction was between the BDC and persons who
were not officers and directors of the BDC at the time, and who, in any event,
did not own more than five percent of the outstanding stock of the BDC. The
recission stock was returned to the former shareholders of Datanet, Bernie
Budney and First Portland Corp. Mr. Budney was a director until October 18,
2000, and an affiliate of First Portland, Mr. Lewis Williams IV, was a director
until November 1, 2000. Both were out of office at CCVC at least 90 days before
the transaction was agreed to. Section 2(a)(12) of the '40 Act defines a
director as a person performing the typical duties of a member of the governing
board. There is no provision for any carry-over of director status following
termination of the position. In addition, the persons engaging in the
transaction were not "holding with power to vote" five percent or more of the
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outstanding voting securities of the BDC. Their ownership in the BDC, which was
rescinded in the transaction, was limited to 85,000 shares of Series A Preferred
Stock, which, by its terms, did not carry the right to vote and was not at the
time convertible into common stock. The directors of CCVC approving the
Settlement Agreement had no management or voting interest in Datanet and were
therefore not interested persons in Datanet.
May 16, 2001
Page 3
It therefore seems clear that the transaction embodied in the Settlement
Agreement was not an unlawful transaction, but merely one that required approval
by a disinterested majority of the Board of Directors of CCVC. Such approval
was given as set forth in the attached minutes of CCVC. The transaction,
therefore, does not appear to be in violation of Section 56 of the '40 Act.
Sincerely yours,
/s/ Ronald L. Brown
-------------------
Ronald L. Brown
RLB/mrg
[GLAST, PHILLIPS & MURRAY LETTERHEAD]
June 11, 2001
HAND DELIVER
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Central Capital Venture Corp.
c/o MG Securities Group, Inc.
900 Jackson Street, Suite 450
Dallas, Texas 75202
Attn: Rex Crim, President
Dear Mr. Crim:
We hereby consent to the filing of our letter dated May 16, 2001 to Harold
McKamy at MG Securities Group, Inc. as an exhibit to the Form 10QSB of Central
Capital Venture Corp.
Sincerely yours,
/s/ Glast, Phillips & Murray
Glast, Phillips & Murray, P.C.