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To: scion who wrote (79)1/16/2004 9:25:24 AM
From: scion
   of 137
 
The Company obtained an interest in DBE when it entered into a Definitive Investment and Option to Merge Agreement with DBE in May 1996 (the "DBE Agreement") whereby the Company advanced $1,100,000 to DBE. The DBE Agreement was amended by a subsequent letter on January 16, 1997 whereby the Company was to receive 145,745 shares of DBE common stock representing a 14.594% equity stake in DBE in return for the $1,100,000 previously advanced by the Company to DBE.

TRANS CONTINENTAL ENTERTAINMENT GROUP INC filed this 8-K on 03/05/1997.

ITEM 2. DISPOSITION OF ASSETS

(a) On February 28/th/, 1997, Sector Communications, Inc., a Nevada
Corporation, (the "Company") entered into an agreement (the "Agreement") with
Peacetime Communications, Ltd., a British Virgin Islands corporation
("Peacetime"), Emerald Capital, Inc., a British Virgin Islands corporation
("Emerald") and Wallington Investment, Ltd. a British Virgin Island corporation
("Wallington"), whereby the Company canceled obligations to Peacetime, Emerald
and Wallington in the aggregate amount of $4,780,000 and obtained additional
financing in the amount of $1,000,000 through the sale of 25% of the Company's
equity holdings in HIS Technologies AG ("Histech"), a Swiss Corporation, all of
the Company's interests in DBE Software, Inc., a Delaware corporation, ("DBE"),
and 1,000,000 shares of the Company's common stock (collectively the
"Securities").

The $4,080,000 debt due to Peacetime arose when Global Communications
Group, Inc. aka Global Communications, Ltd. a British Virgin Islands corporation
("Global BVI"), and Global Communications Group, Inc., a Texas corporation
("Global Texas") on one side and Peacetime entered into a Financing Agreement
dated January 31, 1994 and a Line of Credit Promissory Note Secured by a Pledge
Agreement on February 1, 1994 and Amended on August 15, 1994 (collectively the
"Global Financing Debt"). The Company agreed to assume the Global Financing debt
on April 19, 1996 when the Company entered into a Stock Purchase and Exchange
Agreement with the Shareholders of Global Communications Group, Inc. A Debt
Repayment Agreement among the Company, Global Texas and Peacetime was entered
into on June 14, 1996 (the "Debt Repayment Agreement") whereby the Company
memorialized its agreement to assume and pay in full the Global Financing Debt
within three years from the closing date of the Stock Purchase and Exchange
Agreement.

The remaining debt that was discharged arose on January 21, 1997 when
the Company signed Promissory Notes with Emerald Capital, Inc. and Wallington
Investment, Ltd. in the amounts of $350,000 each.

The Company obtained 80% of the outstanding shares of Histech in
August 1996. The Company, through its wholly owned subsidiary, Sector
Communications AG, a Swiss Corporation, entered into a Definitive Agreement
dated August 12, 1996 among Histech, and certain of HIS shareholders (the
"Selling Shareholders") whereby Sector acquired a 25.55% equity interest in
Histech from Histech and an additional 54.45% equity interest in Histech from
the Selling Shareholders.

The Company obtained an interest in DBE when it entered into a
Definitive Investment and Option to Merge Agreement with DBE in May 1996 (the
"DBE Agreement") whereby the Company advanced $1,100,000 to DBE. The DBE
Agreement was amended by a subsequent letter on January 16, 1997 whereby the
Company was to receive 145,745 shares of DBE common stock representing a 14.594%
equity stake in DBE in return for the $1,100,000 previously advanced by the
Company to DBE. In October 1993, the Chairman and CEO of the Company personally
purchased 38,700 shares of DBE common stock.

The Securities are apportioned among Peacetime, Emerald and Wallington
as follows.


Peacetime purchased 2,417 shares of common stock of Histech, which represents
18% of the total outstanding shares of Histech, and has agreed to immediately
make available one million dollars ($1,000,000)(the "Additional Funding") to the
Company to draw upon on an as needed basis for a period of six months in return
for the assignment to Peacetime of the Company's entire claim to 145,745 shares,
representing 14.594% of the outstanding common stock, of DBE. The DBE common
stock has been placed into escrow pursuant to an escrow agreement (the "Escrow
Agreement") executed simultaneously with the Agreement. The Escrow Agreement
provides that Sector shall transfer its entire claim to 145,745 shares,
representing 14.594% of the outstanding common stock, of DBE to an Escrow Agent.
Upon Sector's receipt of one million dollars, the Escrow Agent shall transfer
Sector's interest in DBE to Peacetime. In the event that less than one million
dollars is made available to Sector, a percentage of Sector's interest in DBE
which is proportionate to the amount of capital provided to Sector shall be
delivered to Peacetime with the remainder of the DBE interest returned to
Sector.

Emerald and Wallington each received 500,000 shares of Sector
Communications, Inc. common stock and 134 shares of HIS common stock, which
represents 1% of the total number of outstanding shares of HIS. Wallington
previously held 945,000 shares of the Company's common stock.

ITEM 5. OTHER EVENTS

Sector Communications, Inc. has completed negotiations on a new Joint
Activity Agreement with the Bulgarian Telecommunications Company. The new 10
year agreement, replaces a 5 year contract (between the BTC and Sector's wholly
owned subsidiary Global Communications Group, Inc.) that had been unilaterally
terminated by the BTC, as previously reported. Along with extending the term of
Sector's engagement, the new deal, which went into effect February 21/st/, also
expands greatly the type of services that Sector can provide to its customers.

Sector has installed a private, high-speed fiber-optic network in
Bulgaria's capital city of Sofia and now provides international long-distance
services to customers in Sofia, Plovdiv, and other areas. Phase I of the network
is already providing switched voice traffic to a select group of luxury hotels
and resorts. Phase II will add additional fiber-optic cable to the network and
will expand Sector's service area to the Black Sea coast.

Sector will continue to handle the daily operations for the new joint
venture from their offices in Bulgaria's capital city of Sofia. Dr. Kalcho
Kalchev, Sector's General Manager in Sofia, said that all of Sector's circuits
have been reconnected by the BTC and that all connections to existing Sector
customers were being reestablished.

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To: scion who wrote (80)1/16/2004 9:26:41 AM
From: scion
   of 137
 
ITEM 7. EXHIBITS

Exhibit Number Description
- -------------- -----------

10.1 Agreement dated February 28th, 1997 among Sector
Communications, Inc., Peacetime Communications, Ltd.,
Emerald Capital, Inc., Wallington Investment, Ltd.

10.2 Stock Purchase and Exchange Agreement with Global
Communications Group, Inc. dated April 19, 1996 (1)

10.3 Amendment Number 1 to Stock Purchase and Exchange Agreement
with Global Communications Group (1)

10.4 Debt Repayment Agreement among the Company, Global Texas and
Peacetime Communications, Inc. dated June 14, 1996 (1)

10.5 Promissory Note with Emerald Capital, Inc. dated January 21,
1997 (2)

10.6 Promissory Note with Wallington Investment, Ltd. dated
January 21, 1997 (2)

10.7 Definitive Agreement dated August 12, 1996 among Sector
Communications AG, Histech, and certain of HIS shareholders
(3)

10.8 Definitive Investment and Option to Merge Agreement dated
June 19, 1996 with DBE Software, Inc. (4)

10.9 Letter from Sector Communications, Inc. to DBE Software,
Inc. dated January 16, 1997 (2)

10.10 Escrow Agreement with Peacetime

10.11 Joint Activity Agreement with Bulgarian Telecommunications
Company - EAD

(1) Incorporated by reference to the Company's Annual Report on Form 10-KSB for
the year ended February 29, 1996.

(2) Incorporated by reference to the Company's Quarterly Report on Form 10-QSB
for the quarter ended November 30, 1996.

(3) Incorporated by reference to the Company's Current Report on Form 8-K dated
November 18, 1996 and amended December 13, 1996.

(4) Incorporated by reference to the Company's Quarterly Report on Form 10-QSB
for the quarter ended August 31, 1996.

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To: scion who wrote (81)1/16/2004 9:28:46 AM
From: scion
   of 137
 
SIGNATURES - SECTOR COMMUNICATIONS, INC.

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:     February 28, 1997           SECTOR COMMUNICATIONS, INC.

By: /s/ Theodore Georgelas
-----------------------------
Theodore Georgelas - CEO

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To: scion who wrote (82)1/16/2004 9:30:22 AM
From: scion
   of 137
 
EXHIBIT 10.1 SECTOR COMMUNICATIONS, INC.

LONG-TERM DEBT RETIREMENT AND FUNDING AGREEMENT

THIS AGREEMENT (the "Agreement") is made as of this 28th day of February,
1997, among Sector Communications, Inc., a Nevada corporation , formerly known
as Aurtex, Inc. (the "Company"), Peacetime Communications, Ltd., a British
Virgin Islands corporation ("Peacetime"), Emerald Capital, Inc., a British
Virgin Islands corporation ("Emerald") and Wallington Investment, Ltd. a British
Virgin Island corporation ("Wallington").

WHEREAS, Global Communications Group, Inc. aka Global Communications, Ltd.
a British Virgin Islands corporation ("Global BVI"), and Global Communications
Group, Inc., a Texas corporation ("Global Texas") on one side and Peacetime
entered into a Financing Agreement dated January 31, 1994 and a Line of Credit
Promissory Note Secured by a Pledge Agreement on February 1, 1994 and Amended on
August 15, 1994 collectively the "Global Financing Debt");

WHEREAS, the Company entered into a Stock Purchase and Exchange Agreement
with the Shareholders of Global Communications Group, Inc. on April 19, 1996
whereby the Company agreed to enter into an agreement to pay the outstanding
principal and accrued interest of the Global Financing Debt owed by Global Texas
to Peacetime;

WHEREAS, a Debt Repayment Agreement among the Company, Global Texas and
Peacetime was entered into on June 14, 1996 (the "Debt Repayment Agreement")
whereby the Company agreed to assume and pay in full the Global Financing Debt
within three years from the closing date of the Stock Purchase and Exchange
Agreement;

WHEREAS, the Company, through its wholly owned subsidiary, Sector
Communications AG, a Swiss Corporation, entered into a Definitive Agreement
dated August 12, 1996 among HIS Technologies AG ("Histech"), a Swiss
Corporation, and certain of HIS shareholders (the "Selling Shareholders")
whereby Sector acquired a 25.55% equity interest in Histech from Histech and an
additional 54.45% equity interest from Histech from the Selling Shareholders;

WHEREAS, the Company entered into a Definitive Investment and Option to
Merge Agreement with DBE Software, Inc., a Delaware corporation, ("DBE") in May
1996, which was amended by the subsequent Letter of January 16, 1997 whereby the
Company received 145,745 shares representing a 14.594% equity stake in DBE;

WHEREAS, on January 21, 1997 the Company signed a Promissory Note payable
to Emerald Capital, Inc. in the amount of $350,000;

WHEREAS, on January 21, 1997 the Company signed a Promissory Note payable
to Wallington Investment, Ltd. in the amount of $350,000;

WHEREAS, the Company desires to retire its debt obligations to Peacetime,
Emerald and Wallington and obtain additional financing in the amount of
$1,000,000 through the sale of 25% of the Company's equity holdings in HIS, all
of the Company's interests in DBE, and 1,000,000 shares of the Company's common
stock;

NOW THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:


I. PURCHASE OF SECURITIES

Subject to the terms and conditions hereinafter set forth, the Parties
hereby agree as follows:

1.1 Peacetime agrees:

(i) to purchase 24,170 shares of common stock of HIS Technologies
AG, a Swiss Corporation, ("Histech") which represents 18% of the
total outstanding shares of Histech;

(ii) to immediately make available one million dollars
($1,000,000)(the "Additional Funding") to the Company to draw
upon on an as needed basis for a period of six months in return
for the assignment to Peacetime of the Company's entire claim to
145,745 shares, representing 14.594% of the outstanding common
stock, of DBE Software, a Delaware corporation, ("DBE") pursuant
to the escrow agreement executed simultaneously herewith and
incorporated herein. The value of the Company's entire claim to
the DBE shares is $1,100,000.

1.2 Emerald agrees to purchase 500,000 shares of Sector Communications,
Inc. common stock and 1,193 shares of HIS common stock, which represents 1% of
the total number of outstanding shares of HIS.

1.3 Wallington agrees to purchase 500,000 shares of Sector
Communications, Inc. common stock and 1,193 shares of HIS common stock, which
represents 1% of the total number of outstanding shares of HIS.
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To: scion who wrote (83)1/16/2004 9:32:34 AM
From: scion
   of 137
 
II. CANCELLATION OF DEBT

2.1 In consideration for the purchase of the securities as stated in
Section 1.1 (i) herein, Peacetime agrees to cancel and discharge all of the
outstanding debt that was assumed by the Company pursuant to the Debt Repayment
Agreement. Said debt, including all outstanding principal and accrued interest,
totals $4,780,000.00.

2.2 In consideration for the purchase of the securities as stated in
Section 1.2 herein, Emerald agrees to cancel and discharge all of the
outstanding debt that was assumed by the Company pursuant to the Promissory Note
dated January 21, 1997 in the principal amount of $350,000.00.

2.3 In consideration for the purchase of the securities as stated in
Section 1.2 herein, Wallington agrees to cancel and discharge all of the
outstanding debt that was assumed by the Company pursuant to the Promissory Note
dated January 21, 1997 in the principal amount of $350,000.00.

2.4 Peacetime, Emerald and Wallington each agree to waive any and all
notice requirements that said debt instruments contain. Peacetime, Emerald and
Wallington discharge all obligations assumed by the Company under the Debt
Repayment Agreement and subsequent Promissory Notes and shall deliver to the
Company any and all canceled documents representing said debt to the Company
marked "paid in full" and "fully extinguished as a matter of law" within three (3) business days of the date of this Agreement.
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To: scion who wrote (84)1/16/2004 9:34:06 AM
From: scion
   of 137
 
III. REPRESENTATIONS BY THE PURCHASERS

3.1 The Purchasers recognize that the purchase of Securities involves a
high degree of risk and is suitable only for persons of adequate financial means
who have no need for liquidity in this investment in that (i) the Purchasers may
not be able to liquidate the Purchasers' investment in the event of an
emergency; (ii) transferability is extremely limited; and (iii) in the event of
a disposition, the Purchasers could sustain a complete loss of the Purchasers'
entire investment.

3.2 The Purchasers represent that (i) the Purchasers are competent to
understand and do understand the nature of the investment; and (ii) the
Purchasers are able to bear the economic risk of this investment.

3.3 The Purchasers hereby represent that the Purchasers have been
furnished by the Company during the course of this transaction with all
information regarding Sector, Histech and DBE which the Purchasers had requested
or desired to know; that all other documents which could be reasonably provided
have been made available for the Purchasers' inspection and review; and that the
Purchasers have been afforded the opportunity to ask questions of and receive
answers from duly authorized officers or other representatives of Sector,
Histech and DBE concerning the terms and conditions of the Agreement, and any
additional information that the Purchasers had requested.

3.4 The Purchasers hereby acknowledge that this sale of Securities has
not been reviewed by the Securities and Exchange Commission (the "SEC") because
of the Company's representations that this is intended to be a private sale
pursuant to Section 4(1) of the 1933 Act. The Purchasers represent that the
Securities are being purchased for the Purchasers' own account, for investment
purposes and not for distribution or resale to others. The Purchasers agree that
the Purchasers will not sell, transfer or otherwise dispose of any of the
Securities unless they are registered under the 1933 Act or unless an exemption
from such registration is available.

3.5 The Purchasers understand that the Securities have not been
registered under the 1933 Act by reason of a claimed exemption under the
provisions of the 1933 Act which depends, in part, upon the Purchasers'
investment intention. In this connection, the Purchasers understand that it is
the position of the SEC that the statutory basis for such exemption would not be
present if the Purchasers' representation merely meant that the Purchasers'
present intention was to hold the Securities for a short period, for a deferred
sale, for a market rise, assuming that a market develops and is maintained, or
for any other fixed period. The Purchasers realize that, in the view of the SEC,
a purchase now with an intent to resell would represent a purchase with an
intent inconsistent with the Purchasers' representation to the Company, and the
SEC might regard such a sale, transfer or other disposition as a deferred sale
for which no exemption from registration is available.

3.6 The Purchasers agree that Sector, Histech and DBE may, if they
desire, permit the transfer of the Securities by the Purchasers out of the
Purchasers' name only when the Purchasers' request for transfer is accompanied
by an opinion of counsel reasonably satisfactory to Sector, Histech and DBE that
the proposed sale, transfer or disposition does not result in a violation of the
1933 Act or any applicable state "Blue Sky" laws (collectively, "Securities
Laws"). The Purchasers agree to hold the Sector, Histech and DBE and their
respective directors, officers and controlling persons and their respective
heirs, representatives, successors and assigns harmless

-3-


and to indemnify them against all liabilities, costs and expenses incurred by
them as a result of any sale, transfer or other disposition of the Securities by
the undersigned Purchasers in violation of any Securities Laws or any
misrepresentation herein.

3.7 The Purchasers consent to the placement of a legend on the
certificates evidencing the Securities stating that they have not been
registered under the 1933 Act and setting forth or referring to the restrictions
on the sale, transfer or other disposition thereof. The Purchasers are aware
that the Company will make a notation in its appropriate records with respect to
the restrictions on the sale, transfer or other disposition of the Securities.

3.8 The Purchasers acknowledge and agree that the Company is relying on
the Purchasers' representations contained in this Agreement and the related
subscription documents in determining whether to sell the Securities to
Purchasers. The Purchasers hereby give the Company authority to call the
Purchasers' bank or place of employment or otherwise review the financial
standing of the Purchasers.

3.9 The Purchasers represent and warrant that all representations made by
Purchasers hereunder are true and correct in all material respects as of the
date of execution hereof, and Purchasers further agree that until the closing on
the Securities subscribed for the Purchasers shall inform the Company
immediately of any changes in any of the representations provided by the
Purchasers hereunder.

3.10 The Purchasers represent and warrant that the Purchasers shall
undertake to complete all filings required by the Securities Exchange Act of
1934, as amended, and any other laws on a timely basis.

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To: scion who wrote (85)1/16/2004 9:34:51 AM
From: scion
   of 137
 
IV. REPRESENTATIONS BY THE COMPANY

4.1 The Company represents and warrants to the Purchasers as follows:

(a) The Company is a corporation duly organized, existing and in
good standing under the laws of the State of Nevada and has the corporate power
to conduct its business.

(b) The execution, delivery and performance of this Agreement by the
Company has been duly approved by the Board of Directors of the Company.

(c) The Company is the sole record and beneficial owner of the
number of Securities of DBE, and the Company's wholly owned subsidiary, Sector
AG is the sole record and beneficial owner of the number of Securities of
Histech as set forth above, free and clear of all voting trust and other
arrangements that require or permit any of the Securities owned by the Company
or Sector AG to be voted by or encumbered by or at the discretion of anyone
other than the Company.

(d) Upon consummation of the transactions contemplated hereby, the
Company will have transferred to Peacetime, such Securities, free and clear of
all encumbrances other than such restrictions on resale as have been created as
a result of this Agreement.

(e) Neither the execution nor delivery by the Company of this
Agreement or any of the other documents contemplated hereby, the performance by
the Company of the terms hereof, nor the consummation of the transactions
contemplated hereby (i) requires any consent,

-4-


notice, or approval of any third party; (ii) or has resulted or will result in a
breach of the terms or conditions of, a default under, a conflict with, or the
acceleration of any right to cause the acceleration of any performance or any
increase in any payment required by, or the termination, suspension,
modification, impairment, or forfeiture of any rights or privileges of the
Company under any material agreement or obligation.

(f) The Securities have been duly authorized, and when delivered,
and paid for, will be validly issued, fully paid and non-assessable.

V. NOTICES TO PURCHASERS

5.1 THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT, OR THE
SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWS. THE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE
SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE
ACCURACY OR ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

5.2 THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933
ACT, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. PURCHASER SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

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To: scion who wrote (86)1/16/2004 9:36:44 AM
From: scion
   of 137
 
By: Mohamed Hadid

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.

Sector Communications, Inc.



By: /s/ Theodore J. Georgelas
-----------------------------------
Theodore J. Georgelas - CEO


Peacetime Communications Ltd.

/s/ Mohamed Hadid


By: Mohamed Hadid
------------------

Title: President
-----------------


Emerald Capital, Inc.

/s/ Yolanda Herik



By: Yolanda Herik
------------------

Title: President
-----------------


Wallington Investment, Ltd.

/s/ Mohamed Hadid


By: Mohamed Hadid
------------------

Title: Authorized Agent
-----------------

-7-
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To: scion who wrote (87)1/16/2004 9:39:29 AM
From: scion
   of 137
 
PEACETIME COMMUNICATIONS, LTD By: /s/ Mohamed Hadid for Pierre Caland

EXHIBIT 10.10

ESCROW AGREEMENT

This Agreement, made and entered into this 28th day of February, 1997 by and
between Sector Communications, Inc., a Nevada Corporation ("Sector") and
Peacetime Communications, LTD, a British Virgin Islands Corporation
("Peacetime").

Whereas,

Peacetime and Sector have entered into an Agreement known as the Long-Term Debt
------------------
Retirement and Funding Agreement ("Funding Agreement"), which is being executed
- ------------------------------------------------------
simultaneously with this Agreement; and

The Funding Agreement contains provisions whereby Peacetime shall make available
funds to Sector totaling One Million Dollars ($1,000,000.00) over a six (6)
month period from the date of said Agreement; and

Sector agrees to transfer all of its right, title, and interest in the Sector's
interest in DBE to Peacetime upon the receipt of $1,000,000.00.

Now Therefore, in consideration of the terms and conditions contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby expressly acknowledged and received, the parties agree as follows:

1. The Escrow Agent shall be the Stoppelman Law firm, PC Attention J.
Peter Wolf, Esquire (the "Escrow Agent").

2. Sector shall deliver to the Escrow Agent, Stock Certificates
representing all of its right, title, and interest in its holdings of DBE
Stock.


Said Stock constitutes 14.594% of all the outstanding shares of Stock of
DBE; totaling 145,745 Shares.

3. Peacetime shall make funds available to Sector on an as needed basis
until Peacetime had advanced funds totaling One Million Dollars
($1,000,000.00).

4. Upon receipt of the funds totaling One Million Dollars, Sector shall
notify the Escrow Agent of its receipt of said Funds.

5. Upon notice from Sector that it has received One Million Dollars of
funding, the Escrow Agent shall immediately, within 24 hours, release all
of the Stock Certificates it holds in DBE to Peacetime.

6. In the event Peacetime does not fund to Sector on demand, and ten days
elapses from the date of demand by Sector for funding under the Funding
Agreement, Sector shall have the option of notifying Peacetime of its
intent to terminate said Funding Agreement. Peacetime shall have five (5)
days upon notice from Sector of Sector's intent to terminate the Funding
Agreement to fund the money demanded by Sector. If Peacetime fails to fund
money to Sector by the end of the fifth day of such notice, then Sector
shall have the right to terminate this Escrow Agreement. If Sector
exercises its right to terminate this Escrow Agreement, then Sector shall
notify Escrow Agent and upon receipt of notice, the Escrow Agreement shall
do as follows:

a.) Ascertain the total amount of funds provided by Peacetime to
Sector pursuant to the Funding Agreement.


b.) Use the value of DBE Stock as One Million, One Hundred Thousand
Dollars ($1,100,000.00).

c.) Divide the value of DBE Stock by the amount of funds provided by
Peacetime as ascertained in 6(a) above.

Example:

Peacetime funds $500,000.00

500,000.00
----------
1,100,000.00 = 45%

This figure represents the amount of shares of DBE due Peacetime.

d.) Deliver to Peacetime shares of DBE totaling the amount as
calculated in 6 ( c ) herein.

e.) Deliver to Sector the remaining shares of DBE it holds in Escrow.

7. Notices shall be given and ordered sufficient if in writing and sent
via Federal Express and facsimile to:
---

Sector Communications
7601 Lewinsville Road
Suite 250
McLean, VA 22102
Attn: Theodore J. Georgelas, CEO
Facsimile: (703)893-3744


Peacetime Communications, LTD

The Stoppelman Law Firm
1749 Old Meadow Road
Suite 610
McLean, VA 22102
Facsimile: (703)827-7455

8. The duties and responsibilities of the Escrow Agent are limited to
those specifically set forth herein. The Escrow Agent shall not be liable
for any mistake of fact or error of judgment made in good faith or for any
acts or omissions by it of any kind resulting from other than willful
misconduct or gross negligence. The Escrow Agent shall be entitled to rely,
and shall be protected in doing so, upon (i) any written notice, instrument
or signature believed by the Escrow Agent to be genuine and to have been
signed or presented by the proper Party or Parties duly authorized to do
so, and (ii) the advice of counsel (which may be of the Escrow Agent's own
choosing). The Escrow Agent shall have no responsibility for the contents
of any writing submitted to them hereunder and shall be entitled in good
faith to rely without any liability upon the contents thereof.

9. Sector and Peacetime jointly and severally will indemnify and hold
harmless Escrow Agent against any losses, claims, damages, liabilities and
expenses, including reasonable costs of investigation and counsel fees and
disbursements that may be imposed on Escrow Agent or incurred by Escrow
Agent in connection with its acceptance of appointment of the performance
of its duties under this Agreement, including any litigation arising from
this Agreement or involving the subject matter hereof, unless any such
loss, claim, damage, liability or expense shall be the result of Escrow
Agent's gross negligence, willful default or breath of trust.


10. After the Escrow Agent has delivered the Escrow Deposit pursuant to
the terms of this Agreement, the Escrow Agent shall have discharged all of
its obligation hereunder and neither Sector or Peacetime shall thereafter
have any claim against the Escrow Agent on account of this Agreement.

11. No party to this Escrow Agreement may assign its rights and
obligations hereunder without the prior written consent of the other
parties hereto.

12. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives,
successors and assigns. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter thereof and
merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.

13. This Agreement and its validity, construction and performance shall be
governed in all respects by the laws of the Commonwealth of Virginia.

14. This Agreement may be executed by facsimile signature and in one or
more counterparts, each of which shall be deemed original and all of which,
when taken together, shall constitute one instrument. Upon the execution
and delivery of this Agreement by the Purchasers, this Agreement shall
become a binding obligation of the Purchasers with respect to the purchase
of Securities as herein provided.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.

SECTOR COMMUNICATIONS, INC.

By: /s/ Theodore Georgelas
Theodore Georgelas, President

PEACETIME COMMUNICATIONS, LTD

By: /s/ Mohamed Hadid for Pierre Caland

THE STOPPELMAN LAW FIRM

By: /s/ John S. Stoppleman

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To: scion who wrote (88)1/16/2004 9:41:39 AM
From: scion
   of 137
 
1. BULGARIAN TELECOMMUNICATIONS COMPANY - EAD, (BTC) head office and address
of management: Sofia, 8, Totleben Blvd., registered with Sofia City Court,
Company case No. 34241/92, represented by Michail Danov - Chairman of the
company and executive member of the Board of Directors

EXHIBIT 10.11

JOINT ACTIVITY AGREEMENT

This contract was entered as of this day of 14/th/, month 02, 1997 in Sofia
between

1. BULGARIAN TELECOMMUNICATIONS COMPANY - EAD, (BTC) head office and address
of management: Sofia, 8, Totleben Blvd., registered with Sofia City Court,
Company case No. 34241/92, represented by Michail Danov - Chairman of the
company and executive member of the Board of Directors

and

2. SECTOR COMMUNICATIONS, INC. (SECTOR), USA, Virginia 22102, McLean, 7601
Lewinsville Road, suite 250 and represented by Theodore Georgelas -
President and Chief Executive Officer

for fulfilling joint activity within the meaning of art. 357 - 364 of the
Obligations and Contracts Act. The parties agreed on the following:

1. GENERAL PROVISIONS

Subject of the contract
- -----------------------
....
10kwizard.com

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