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AMENDMENTS TO
MUTUAL BUSINESS DEVELOPMENT AGREEMENT,
NON-COMPETITION AGREEMENT
AND
STOCK PURCHASE AGREEMENT
Amendments dated as of December 16, 1997, to (i) the MUTUAL BUSINESS DEVELOPMENT
AGREEMENT dated as of October 8, 1996 (the "MBDA") between Service One
International Corporation (the "Company") and the O. Pappalimberis Trust (the
"Trust" which term shall include the former trustees and agents thereof): (ii)
the NON-COMPETITION AGREEMENT dated as of October 8, 1996 (the "Non-Competition
Agreement") among others, the Company, the Trust, Taxter One LLC ("Taxter"), a
principal owner of the Company, and Jason W. Galaris ("JWG") a beneficiary of
the Trust and (iii) the STOCK PURCHASE AGREEMENT dated as of October 8, 1996
(the "SPA") between among others, Taxter and the Trust.
W I T N E S S E T H:
WHEREAS, in accordance with the terms of the MBDA, the Trust has assigned the
MBDA to Eikos Management LLC ("Eikos"), an Isle of Mann limited liability
company wholly owned by the Trust; and
WHEREAS, Thesseus International Asset Fund, N.V. ("Thesseus") a Netherlands
Antilles corporation organized and controlled by the Trust and JWG, intends to
acquire Eikos and all the right, title and interest in and to the assets (the
"Assets") of limited partnerships known as FAR I and FAR II (the
"Partnerships"), which partnerships currently own portfolios of credit card
receivables being serviced by the Company;
WHEREAS, for the consideration set forth herein and in order to facilitate the
transfer of the assets to Thesseus, the Company and Taxter had agreed as
provided herein to waive and release JWG, the Trust and Thesseus and/or
affiliates thereof from the non-competition restrictions set forth in the MBDA,
the SPA, and the Non-Competition Agreement, and from all other non-competition
restrictions which may be contained in any other agreement executed as of
October 8, 1996, by Taxter, the Company, the Trust, JWG and/or any affiliates
thereof in connection with the sale by the Trust of all of the outstanding
capital stock of Genesis II Corporation to Taxter (all such agreements
hereinafter collectively called the "Agreements").
WHEREAS, as a condition of the aforesaid waiver and release, the parties have
agreed to certain other terms and conditions all as set forth herein;
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NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained, and for good and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, do hereby agree as follows:
1. As qualified by the terms of Section 2 hereof:
(a) The Company hereby releases the Trust and its affiliates, including
but not limited to Eikos and Thesseus, from all non-competition restrictions set
forth in the MBDA including but not limited to the restrictions contained in
Paragraph 1(a) thereof,
(b) Taxter hereby releases the Trust and affiliates, including but not
limited to Eikos and Thesseus, from all non-competition restrictions set forth
in the SPA including but not limited to the restrictions contained in Section 9
thereof.
(c) Taxter and the Company (the "Releasors") hereby release the Trust,
JWG and their respective affiliates, including but not limited to Eikos and
Thesseus, (the "Releasees") from the terms of the Non-Competition Agreement so
that the conditions of the Non-Competition Agreement shall no longer be
applicable to the Releasees; and
(d) The Releasees hereby release the Releases from all other
non-competition restrictions which may be contained in the Agreements.
2. The releases set forth in Section I above (the "Releases"), relate
solely to business operations conducted with respect to the Assets, and may
include minority ownership in any entity received in exchange for the transfer
of the Assets.
3. The Trust, Thesseus and Eikos hereby agree that, in consideration for
the Releases, they shall pay to the Company an aggregate of $1 million which the
Releasors hereby accept as full and complete consideration (the "Consideration")
for the Releases. The Consideration shall be paid at the rate of 25% of the "5%
Fee," as defined in subparagraph 3(a)(ii) of the MBDA, distributed to the Trust
and/or or its assignee, which amount the Company shall deduct from each payment
of the 5% Fee until the Consideration is paid in full.
4. The Trust, Eikos, Thesseus and the Company hereby agree that Paragraph
3(c) of the MBDA is amended as follows:
On March 1, 1998 the Company shall pay to the Trust all amounts in
respect of the 5% Fee which became payable during the period commencing
October 8, 1996 and terminating on the close of business on February
28, 1998. Thereafter, commencing September 1, 1998, on the first day of
each September and March during the Term and, if applicable, the
Additional Term, the Company shall pay to the Trust all amounts in
respect of the 5% Fee which become payable during the immediately
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preceding six months, by delivery to the Trust of a check in an amount
equal to the sum of all such amounts. Each payment of the 5% Fee shall
be accompanied by a certificate of the Company's chief financial
officer setting forth in reasonable detail the calculation of the 5%
Fee.
5. The parties hereto agree that under the terms of the MBDA, the Non-Exclusive
License Agreement between the Trust and the Company, and any other agreement
entered into by the Trust or any of its affiliates in connection with the SPA,
the Trust, the Non-U.S. Based Enterprise (as defined in the MBDA), and any
affiliates of the Trust, including without limitation Eikos and Thesseus, have
the rights to use the "System" only in the condition and state of development in
which it was transferred to the purchasers in connection with the SPA on the
date of the Closing (the "Original System") and that the Company and its
affiliates have no obligation to transfer to any of the Releasees any software
technology, know-how or other information of any kind relating to the System.
The Company and its affiliates acknowledge and agree, however, that the
Releasees retain the unrestricted right to modify, enhance and/or otherwise
change the Original Systems and that the Company and its affiliates shall have
no right to use such modifications, enhancements and/or changes. The Trust, the
Non-U.S. Based Enterprise, and all affiliates thereof, including without
limitation Eikos and Thesseus, shall have no right to use or license any other
proprietary analytical computer programs, operating systems, methods or
procedures developed by the Credit Store, Inc. or any of its affiliates or to
require the Company or any of its affiliates to process or service any
receivables or portfolios of receivables it may acquire or contemplate
acquiring, except as provided in paragraph 8 hereof.
6. On condition that Thesseus acquires the Assets, no later than 180 days after
the date of such acquisitions, JWG, Eikos, Thesseus, and any affiliate thereof
or any transferee of the Assets will cause the servicing of the Assets to be
transferred from the Company to an alternative servicer.
7. Except as provided herein, the MBDA is not changed and remains in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the
date first set forth above.
O. PAPPALIMBERIS TRUST TAXTER ONE LLC
By: /s/ Barry Feiner By: /s/ Jay L. Botchman
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Barry Feiner, Trustee Jay L. Botchman, Managing Member
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SERVICE ONE INTERNATIONAL EIKOS MANAGEMENT, LLC
CORPORATION
By: /s/ [Illegible] /s/ Barry Feiner
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Name: Name: Barry Feiner
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Title: Title: Agent
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/s/ Jason W. Galaris THESSEUS INTERNATIONAL
--------------------------- ASSET FUND
Jason W. Galaris
By: /s/ Barry Feiner
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Name: Barry Feiner
Title: President
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