Exhibit 10-2
[LETTERHEAD OF EUSTIS & HARTLEY]
March 25, 2004
VIA FACSIMILE
David Levy
Pyramid Records International, Inc.
11077 Biscayne Blvd.
Suite 200
Miami, Florida 33161
Michael J. Cronen, Esq.
Law Offices of Harris Zimmerman
1330 Broadway
Suite 710
Oakland, California 94612
RE: TRUST HOLDING AGREEMENT ("AGREEMENT") DATED MARCH 25, 2004 AMONG PYRAMID,
GSMB AND TIMOTHY M. HARTLEY, PA
Dear Messrs. Levy and Cronen:
I have executed as Trustee and have delivered to you via e-mail a copy of the
fully signed Trust Holding Agreement. Please initial where indicated below to
acknowledge that I am authorized to disburse funds pursuant to paragraph 3(a) of
the Agreement upon my receipt via facsimile of [ILLEGIBLE] and correct
signatures of either Mr. Henle or Mr. Cronen on behalf of GSMB and Mr. Jacobi or
Mr. Levy on behalf of Pyramid.
I will also require notarized exemplars of the signature of each authorized
signer. I have attached for your convenience a form to be completed by each
authorized signer.
The following are wire transfer instructions for the "Timothy M. Hartley P.A.
Trust Account" located at Regent Bank, Fort Lauderdale, Florida:
Regent Bank
2205 S. University Drive
Davie, Florida 33324
Routing number 067012413
For further credit to:
Timothy M. Hartley, P.A. Trust Account
Account Number 020800834506
Thank you for placing your trust in my abilities. If you have any
questions regarding the foregoing, please feel free to call.
Very truly yours,
/s/ Timothy M. Hartley
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Timothy M. Hartley
Timothy M. Hartley, Esq., as Trustee under that certain
Trust Holding Agreement dated as of March 25, 2004 among
Pyramid, GSMB and Timothy M. Hartley, PA is authorized
to disburse funds pursuant to paragraph 3(a) of the
Agreement upon receipt, via facsimile of the true and
correct signatures of Mr. Henle or Mr. Cronen on behalf
of GSMB and Mr. Jacobi or Mr. Levy on behalf of Pyramid
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Michael J. Cronen, Esq.
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David Levy
TRUST HOLDING AGREEMENT
Parties: Pyramid Records International, Inc. ("Pyramid"), GSMB, LLC ("GSMB") and
Timothy M. Hartley PA Esq. ("Trustee") a Florida professional corporation.
Concurrently with the execution hereof, Pyramid shall deliver to Trustee the sum
of $200,000.00. Pyramid shall deliver to Trustee an additional $200,000.00 on or
before April 1, 2004, less the amount of approved budget items spent by Pyramid
prior to May 15, 2004. It is expected that other entities will deliver cash to
Trustee from time to time.
Trustee hereby agrees to hold in trust and disburse the cash delivered to it in
accordance with this agreement.
1. Upon receipt of cash Trustee shall deposit it as interest in Regent Bank,
located at 1100 SE 3rd Avenue, City of Fort Lauderdale, County of Broward,
Florida. Upon doing so, Trustee shall advice Pyramid and GSMB in writing
of the account number. Only Trustee shall have signature power over the
funds received and the account in which the same are deposited.
2. Trustee shall maintain in force attorney's errors and omissions insurance
with limits not less than Five Hundred Thousand Dollars ($500,000.00) at
all times when Trustee holds funds subject to this agreement.
3. Trustee shall hold and disburse funds in trust and under the following
terms:
a) All disbursements shall be upon the prior written approval of GSMB
and Pyramid, the authorized signer for GSMB is either of Thomas N.
Henle or Michael Cronen, the authorized signer for Pyramid is either
of Allen Jacobi or David Levy.
b) All disbursements shall be in payment for, or reimbursement of,
items described in Section 8(a) of the Phonorecord Release and
Promotion Agreement between GSMB and Pyramid; provided, however,
Trustee shall not be concerned with the contents of such agreement
between Pyramid and GSMB, the written approval of GSMB and Pyramid
of any disbursement shall be all that is required.
4. GSMB and Pyramid jointly and severally indemnify and hold harmless Trustee
from any claim, injury, expense, or liability as a result of Trustee
serving pursuant to this agreement. GSMB and Pyramid further agree that if
Trustee shall receive conflicting demands, Trustee shall take no action
and shall await a joint written approval. Trustee shall have no duty to,
and shall not affirmatively seek such joint written approval from GSMB and
Pyramid.
5. Trustee shall be paid the sum of $750.00, 1/2 from GSMB and 1/2 from
Pyramid as inducement to enter into this agreement. Trustee shall receive
the additional sum of Fifty Dollars ($50.00) for each disbursement made,
which amount the Trustee shall pay itself out of the cash held.
6. Trustee represents to Pyramid and GSMB that neither Trustee nor any law
firm with which Trustee has been or is a principal, an associate or
affiliated with in any manner has or does represent GSMB, Pyramid or any
person who is a principal or employee of either. Trustee further agrees
that during the existence of this agreement, neither Trustee nor any law
firm with which Trustee has been or is a principal an associate or
affiliated with in any manner will undertake the representation of
Pyramid, GSMB or any principal or employee of either.
7. This agreement shall be governed by the laws of Florida.
Pyramid Records
International, Inc.
By: /s/ Allen Jacobi
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Allen Jacobi
Its President
March 4, 2004
Signatures of Authorized Signers for
Pyramid Records International, Inc.
/s/ Allen Jacobi
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Allen Jacobi
/s/ David Levy
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David Levy
GSMB, LLC
By: /s/ Joel F. Geldermann
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Joel F. Geldermann
Its Manager
Signatures of Authorized Signers for
GSMB, LLC
/s/ Thomas N. Henle
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Thomas N. Henle
/s/ Michael Cronen
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Michael Cronen
Trustee:
/s/ Timothy M. Hartley, Esq.
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Timothy M. Hartley
For Timothy M. Hartley, P.A.,
A Florida professional association
Florida State Bar No.: 979066
Address: 500 SE Sixth Street
Suite 102
Fort Lauderdale, FL 33301
Phone No.: (954) 779-7475
Fax: (954) 337-0222
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