AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 17th day of
November, 1997, by and between SEATON GROUP, INC., a Delaware corporation
("Seaton"), HIREL HOLDINGS, INC., a Delaware corporation ("Hirel") and VINCENT
MONTELIONE ("Montelione").
W I T N E S S E T H:
WHEREAS, Seaton is engaged in negotiations to acquire all of the issued
and outstanding shares of UNITED INFORMATION SYSTEMS, INC., a Florida
corporation, and UIS INDUSTRIAL LTDA, a Brazilian corporation (collectively
hereinafter referred to as "UIS"); and
WHEREAS, UIS is in the business of assembling, manufacturing, distributing
and selling Windows-based computer parts, components and accessories, with sales
of completed goods primarily to the Latin American market ("UIS Business"), and
WHEREAS, Hirel, through the "Mac-in-Stock" division of its wholly-owned
subsidiary, Hirel Marketing, Inc., is engaged in the sale of personal computers
and accessories manufactured by or for use with personal computers manufactured
by Apple Computer Company ("Mac-in- Stock Business"); and
WHEREAS, Montelione, the president of Hirel, has extensive experience in
the structuring and operation of businesses engaged in computer sales and
computer sales related activities; and
WHEREAS, UIS desires to retain 2M Capital Corp., a Florida corporation
("2M") in which Montelione is a shareholder, in order for 2M, by and through its
employees (including Montelione) to provide certain consulting services to UIS;
and
WHEREAS, Montelione and Hirel entered into that certain Employment
Agreement dated May 2, 1996 ("Employment Agreement"), which Employment Agreement
provided certain restrictions on the ability of Montelione, directly or
indirectly through a corporation in which he may be a shareholder, from
providing consulting services to third parties; and
WHEREAS, in order to induce Hirel to amend the Employment Agreement with
Montelione so as to enable Seaton to enter into a Consulting Agreement with 2M,
Seaton has agreed to transfer the "Seaton Stock" (as hereinafter defined) to
Hirel.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. RECITALS. The foregoing recitals are true and correct and are
incorporated herein by this reference.
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2. SEATON STOCK. Simultaneous with the closing by Seaton with its
proposed acquisition of UIS, and in exchange for the agreement by Hirel to
modify its Employment Agreement with Montelione as provided pursuant to Section
3 hereof, Seaton shall pay to Hirel the sum of $80,000, payable by issuance to
Hirel of 200,000 shares of the common stock of Seaton, par value .001 ("Seaton
Stock"). One hundred thousand (100,000) shares of the Seaton Stock may not be
sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise
directly or indirectly disposed of for a period of twenty-four months following
the date hereof without the prior written consent of a majority of the members
of the Oversight Committee of 2M Capital Corp. (the "Restricted Shares"), while
the remaining one hundred thousand (100,000) shares of the Seaton Stock shall
not be subject to such restrictions on transfer (the "Unrestricted Shares"). The
Restricted Shares may not be sold, transferred, assigned, pledged, hypothecated,
encumbered or otherwise directly or indirectly disposed of for a period of
twenty-four months following the date hereof without the prior written consent
of a majority of the members of the Oversight Committee of 2M Capital Corp. The
Seaton Stock shall not be registered as of the date of transfer, but shall be
subject to registration as hereafter provided. Hirel is entitled to registration
rights, including piggyback registration rights, for the Seaton Stock when
Seaton proposes to file a registration statement under the Securities Act of
1933, as amended, with respect to an offering for its own account of any class
of security (other than in connection with a merger pursuant to a Form S-3) or
for the account of Seaton's shareholders. Seaton will bear all expenses of such
registration. Seaton agrees to file a registration statement not later than
January 1, 1998.
3. CONSULTING AGREEMENT. In consideration of the Seaton Stock, Hirel
and Montelione hereby agree to terminate the Employment Agreement, and in lieu
thereof to enter into the Consulting Agreement in the form attached hereto and
made a part hereof as Exhibit A ("Consulting Agreement"). The Consulting
Agreement shall be entered into at the Seaton Closing, and the Employment
Agreement shall remain in full force and effect until the Seaton Closing. In the
event that the Seaton Closing shall not occur on or before December 31, 1997,
this Agreement shall be null and void and of no further force and effect, the
Employment Agreement shall continue in full force and effect, and the Seaton
Stock shall not be transferred to Hirel.
4. RELEASE OF COVENANTS. Hirel hereby agrees that the operations of its
Mac-in-Stock division consist solely of the sale of personal computers and
accessories manufactured by Apple Computer Company ("Apple"), and that it is not
engaged in the manufacture, sale or distribution of personal computers in Latin
America, other than those manufactured by Apple. Accordingly, Hirel hereby
agrees that it does not have, and shall not have, any cause or causes of action
against Seaton, UIS or Montelione by virtue of any covenants against competition
that may have previously been executed by Montelione with Hirel, or pursuant to
the Consulting Agreement. Hirel further acknowledges and agrees that Montelione
does not have any "confidential information," as such term is defined under the
Employment Agreement, that does or could relate to the UIS business, and
accordingly Hirel agrees that it has no cause or causes of action that may be
brought against Seaton or Montelione as a result of the services to be provided
by 2M to Seaton under the 2M Consulting Agreement.
5. INDEMNIFICATION. Hirel hereby agrees to defend, indemnify and hold
Seaton harmless from and against any and all liability, expense or damage
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incurred or sustained by reason of any claims against Seaton arising out of or
resulting from the contractual relationship between Hirel and Montelione,
including, but not limited to, the release by Hirel from the Employment
Agreement.
6. NOTICES. All notices, demands and other communications given
hereunder shall be in writing and shall be deemed to have been duly given (a)
upon hand delivery thereof, (b) upon telefax and written confirmation of
receipt, (c) upon receipt of any overnight deliveries, or (d) on the third (3rd)
business day after mailing United States registered or certified mail, return
receipt requested, postage prepaid, to the addresses set forth below their
respective signatures, or to such other address or to such other person as any
party shall designate to the others for such purposes in the manner hereinabove
set forth.
7. FURTHER ASSURANCES. The parties will execute and deliver such
further instruments and do such further acts and things as may be required to
carry out the intent and purposes of this Agreement.
8. SUCCESSORS AND ASSIGNS. This Agreement and any amendments hereto
shall be binding upon and, to the extent expressly permitted by the provisions
hereof, shall inure to the benefit of the parties, their respective successors
and assigns.
9. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. This Agreement is intended to
be performed in accordance with, and only to the extent permitted by, all
applicable laws, ordinances, rules, and regulations of the jurisdiction in which
the Partnership does business.
10. ENTIRE AGREEMENT. This Agreement sets forth all (and is intended by
all parties hereto to be an integration of all) of the promises, agreements,
conditions, understandings, warranties and representations among the parties
hereto with respect to the Partnership, the Partnership business and the
Partnership assets, and there are no promises, agreements, conditions,
understandings, warranties or representations, oral or written, express or
implied, except as set forth herein. In the event of any conflict between the
terms of this Agreement and the Shareholders Agreement, the terms of the
Shareholders Agreement shall govern.
11. COUNTERPARTS. This Agreement and any amendments hereto may be
executed in counterparts, each of which shall be deemed an original, and such
counterparts shall constitute but one and the same instrument.
12. GENDER. Whenever the context requires, any pronoun used herein may
be deemed to mean the corresponding masculine, feminine or neuter in form
thereof and the singular form of any nouns and pronouns herein may be deemed to
mean the corresponding plural and vice versa as the case may require.
13. ARBITRATION. Any controversy, dispute, disagreement or claim arising
out of or related to any provision of this Agreement, or any alleged breach of
provisions relating thereto, other than with respect to any provision hereunder
for which injunctive or other equitable relief is specifically provided for
hereunder, shall be settled exclusively by binding arbitration, which shall be
conducted in Palm Beach County, Florida before a panel of three arbitrators in
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accordance with the Commercial Arbitration Rules of the American Arbitration
Association as in effect from time to time, except as modified by the agreement
of all of the parties to this Agreement. The arbitrator(s) shall use their best
efforts to conduct the arbitration so that a final result, determination,
finding, judgment and/or award (the "Final Determination") is made or rendered
no later than ninety (90) business days after the delivery of the notice of
arbitration nor later than twenty (20) days following conclusion of the
arbitration hearing. The Final Determination must be signed by the arbitrator.
The Final Determination shall be final and binding on all parties and there
shall be no appeal from or reexamination of the Final Determination, except for
fraud, perjury, evident partiality or misconduct by an arbitrator prejudicing
the rights of any party and to correct manifest clerical errors. The parties to
such arbitration may enforce any Final Determination in any state or federal
court having jurisdiction over the dispute.
14. REMEDIES. Each of the parties acknowledge and agree that in the
event that a party hereto shall violate any of the restrictions or fail to
perform any of the obligations hereunder, the other parties will be without
adequate remedy at law and will therefore be entitled to enforce such
restrictions or obligations by temporary or permanent injunctive or mandatory
relief obtained in an action or proceeding instituted in any court of competent
jurisdiction without the necessity of proving damages and without prejudice to
any other remedies it may have at law or in equity.
15. NO THIRD PARTY BENEFICIARY. This Agreement is made solely and
specifically among and for the benefit of the parties hereto, and their
respective successors and assigns subject to the express provisions hereof
relating to successors and assigns, and no other person shall have any rights,
interest or claims hereunder or be entitled to any benefits under or on account
of this Agreement as a third party beneficiary or otherwise; provided, however,
that the provisions of Section 3 hereof shall inure to the benefit of UIS.
16. NO RECORDATION. Neither this Agreement nor any memorandum thereof
shall be recorded amongst the public records of any governmental authority
without the prior written consent of all of the parties hereto.
17. TIME OF THE ESSENCE. Time is of the essence as to all time periods
set forth in this Agreement.
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IN WITNESS WHEREOF, the parties hereto have made and entered into this
Agreement as of the date first above written.
SEATON GROUP, INC.
By: /s/ Angus Hay
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Address: 1900 Corporate Boulevard
Suite 305 West
Boca Raton, FL 33431
HIREL HOLDINGS, INC.
By: /s/ /s/ Gregory S. Fenech
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Address: 650 S.W. 16th Terrace
Pompano Beach, FL 33069
Attention: President
/s/ Vincent Montelione
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VINCENT MONTELIONE, individually
Address:
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