<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>g66585ex99-3.txt
<DESCRIPTION>COMPROMISE AGREEMENT
<TEXT>
<PAGE> 1
EX. 3 COMPROMISE AGREEMENT
THIS AGREEMENT is made, executed and entered into by and between First
American Capital Trust, a Florida business trust, (hereinafter referred to as
"FACT") and FACT South LLC, a Florida limited liability company, (hereinafter
referred to as "FACT South") which agreement shall be deemed effective the 27th
day of December, 2000.
WHEREAS, FACT is the owner and holder of a 92% member interest in and
to FACT South; and
WHEREAS, FACT South is indebted to FACT in the principal amount of
$2,520,000 together with interest accrued thereon at the rate of 9.75% per
annum, for a total balance due as of December 27, 2000 of $2,786,764; and
WHEREAS, FACT South does not have nor does it anticipate acquiring
assets sufficient to pay and satisfy the indebtedness due to FACT; and
WHEREAS, FACT has agreed to accept the assets described upon Schedule
"A" attached hereto in partial satisfaction of the obligation due to it from
FACT South; and
WHEREAS, it is the desire and intent of the parties to redeem the
member interest held by FACT in FACT South.
NOW THEREFORE, in consideration of the covenants set forth herein and
for value received, the receipt and sufficiency of which is hereby acknowledge,
it is agreed by and between the parties as follows:
1. FACT South hereby transfers to FACT and FACT hereby accepts
transfer of all rights, entitlements, and ownership in and to
the assets described upon Schedule "A" attached hereto.
2. FACT hereby reduces the $2,786,764 due from FACT South to
FACT by the $1,350,000 value of the assets for a remaining
balance due to FACT by FACT South of $1,436,764.
3. The 92% member interest of FACT is hereby redeemed.
4. This Agreement shall be binding upon and inure to the benefit
of the parties, their successors, assigns and personal
representatives. Executed this 27th day of December, 2000.
FACT SOUTH LLC
-----------------------
Witness
/s/ Derri Davisson
----------------------- -----------------------------------
Witness By: Derri Davisson, as its Manager
----------------------- FIRST AMERICAN CAPITAL TRUST
Witness
/s/ Derri Davisson
----------------------- -----------------------------------
Witness By: Derri Davisson, as its Trustee
<PAGE> 2
MINUTES OF SPECIAL MEETING
OF
FIRST AMERICAN CAPITAL TRUST
A special meeting of the Board of Trustees of FIRST AMERICAN CAPITAL
TRUST, a Florida business trust, was held on Wednesday, December 27, 2000, at
4500 140th Avenue North, Suite 220, Clearwater, Florida.
Present and participating in the meeting was Derri Davisson, sole
Trustee, who acted as chair of the meeting and recorded the minutes.
On motions duly made and seconded, it was unanimously voted that:
1. First American Capital Trust will accept the
transfer of all of the assets described upon Schedule "A" attached
hereto from FACT South LLC, a Florida limited liability company, in
partial satisfaction of the debt from FACT South LLC to First American
Capital Trust and to effectuate the redemption of its 92% member
interest in FACT South LLC. This action is deemed to be in the best
interest of First American Capital Trust as it is not anticipated that
FACT South will have the ability to repay amounts due to FACT at any
time in the future. The current value of the assets of FACT South LLC
as set forth upon Schedule "A" attached hereto is approximately
$1,350,000. The balance due from FACT South LLC as of this date is
$2,520,000 together with interest accrued thereon at the rate of 9.75%
per annum, for a total balance due as of December 27, 2000 of
$2,786,764. There being no further business, the meeting was
adjourned.
Dated: December 27, 2000
/s/ Derri Davisson
-------------------------------------
DERRI DAVISSON, Trustee
[Seal]
<PAGE> 3
MINUTES OF SPECIAL MEETING
OF
FACT SOUTH LLC
A special meeting of the members of FACT South LLC, a Florida limited
liability company, was held on Wednesday, December 27, 2000, at 4500 140th
Avenue North, Suite 220, Clearwater, Florida.
Present and participating in the meeting was Derri Davisson, sole
Manager, who acted as chair of the meeting and recorded the minutes.
On motions duly made and seconded, it was unanimously voted that:
1. FACT South will transfer the assets described upon
Schedule "A" attached hereto to First American Capital Trust, in
partial satisfaction of the debt from FACT South LLC to First American
Capital Trust and to effectuate the redemption of the 92% member
interest of First American Capital Trust in FACT South LLC. This
action is deemed to be in the best interest of FACT South as it does
not anticipate it will have the ability to repay amounts due to First
American Capital Trust at any time in the future. The current value of
the assets of FACT South LLC as set forth upon Schedule "A" attached
hereto is approximately $1,350,000. The balance due to First American
Capital Trust is $2,520,000 together with interest accrued thereon at
the rate of 9.75% per annum, for a total balance due as of December
27, 2000 of $2,786,764. There being no further business, the meeting
was adjourned.
Dated December 27, 2000
/s/ Derri Davisson
--------------------------------------
DAVISSON, Manager
[Seal]
</TEXT>
</DOCUMENT>