-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ur9jdlDtKZ5CZ6CZJg+XGMA6LZ6oonf0duZ/C/ZOxBb18flliv2dCUW2IQmhVKXM F8f+t46qoi4lKmnCp1TWLw== 0000950120-98-000445.txt : 19981217 0000950120-98-000445.hdr.sgml : 19981217 ACCESSION NUMBER: 0000950120-98-000445 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19981216 GROUP MEMBERS: LONDON MICHAEL D GROUP MEMBERS: RONALD H. COLNETT GROUP MEMBERS: SHELDON L. GOLDMAN GROUP MEMBERS: THE GOLDDONET GROUP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST PRIORITY GROUP INC CENTRAL INDEX KEY: 0000778164 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 112750412 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51517 FILM NUMBER: 98770548 BUSINESS ADDRESS: STREET 1: 51 E BETHPAGE ROAD CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5169381010 MAIL ADDRESS: STREET 1: 51 E BETHPAGE ROAD CITY: PLAINVIEW STATE: NY ZIP: 11803 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL FLEET GROUP INC DATE OF NAME CHANGE: 19880329 FORMER COMPANY: FORMER CONFORMED NAME: UNISEARCH INC DATE OF NAME CHANGE: 19860814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LONDON MICHAEL D CENTRAL INDEX KEY: 0001075104 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 221 MAIN STREET STREET 2: SUITE 250 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4158366300 MAIL ADDRESS: STREET 1: 221 MIAN STREET STREET 2: SUITE 250 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 FIRST PRIORITY GROUP, INC. -------------------------- (Name of Issuer) COMMON STOCK, $.015 PAR VALUE PER SHARE --------------------------------------- (Title of Class of Securities) 335914206 --------------------- (CUSIP Number) Michael D. London General Partner The Golddonet Group 221 Main Street, Suite 250 San Francisco, CA 94105 (415) 836-6800 --------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 2, 1998 ------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d- 1(b)(3) or (4), check the following box [X]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 335914206 PAGE 2 OF PAGES ------------ --- ---- ------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Golddonet Group (IRS No. Pending) ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------- 4 SOURCE OF FUNDS WC ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) [ ] ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California ------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,695,000 shares (including 1,445,000 shares SHARES underlying options) ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,695,000 shares (including 1,445,000 shares underlying options) PERSON WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,695,000 shares (including 1,445,000 shares underlying options) ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.88% ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 335914206 PAGE 3 OF PAGES ------------ --- ---- ------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael D. London ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------- 4 SOURCE OF FUNDS PF ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) [ ] ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. ------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 1,695,000 shares (including 1,445,000 shares OWNED BY underlying options) ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,695,000 shares (including 1,445,000 shares underlying options) ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,695,000 shares (including 1,445,000 shares underlying options) ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.88% ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 335914206 PAGE 4 OF PAGES ------------ --- ---- ------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Sheldon L. Goldman ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------- 4 SOURCE OF FUNDS PF ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) [ ] ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. ------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ----------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 1,695,000 shares (including 1,445,000 shares OWNED BY underlying options) ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,695,000 shares (including 1,445,000 shares underlying options) ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,695,000 shares (including 1,445,000 shares underlying options) ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.88% ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 335914206 PAGE 5 OF PAGES ------------- --- ---- ------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Ronald H. Colnett ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------- 4 SOURCE OF FUNDS PF ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) [ ] ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. ------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 1,695,000 shares (including 1,445,000 shares OWNED BY underlying options) ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,695,000 shares (including 1,445,000 shares underlying options) ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,695,000 shares (including 1,445,000 shares underlying options) ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.88% ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, $.015 par value per share ("Common Stock"), of First Priority Group, Inc., a New York corporation (the "Company"). The principal executive offices of the Company are located at 51 East Bethpage Road, Plainview, New York 11803. ITEM 2. IDENTITY AND BACKGROUND. The person filing this statement is The Golddonet Group, a California general partnership ("TGG"). TGG was formed to enter into the subject investment in the Company. Its address is 221 Main Street, San Francisco, California 94105. During the last five years, TGG has neither been convicted in a criminal proceeding nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. The general partnership interests in TGG are held as follows: Michael D. London, as trustee for the London Family Trust (51%), Sheldon L. Goldman, as trustee for the Goldman Family Trust (24.5%), and Ronald H. Colnett, as trustee for the Ronald H. and Linda S. Colnett Trust (24.5%). Messrs. London, Goldman and Colnett are referred to herein as the "Partners". Mr. London's address is 221 Main Street, Suite 250, San Francisco, CA 94105. He is the CEO of American Information Company Inc. ("AIC"). AIC is engaged in the business of providing information and services to automobile consumers and is located at 221 Main Street, Suite 250, San Francisco, CA 94105. Mr. Goldman's address is 108 Greenbank Drive, Lafayette, CA 94549. He is the President of Auto Insider Service Inc. ("Auto Service") and Executive Vice President of AIC. Auto Service is engaged in the business of providing information and services to automobile consumers and is located at 221 Main Street, Suite 250, San Francisco, CA 94105. AIC's business and address are noted above. Mr. Colnett's address is 2965 Pacific Avenue, San Francisco, CA 94115. He is a self-employed marketing and business consultant. During the last five years, none of Messrs. London, Goldman or Colnett has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. -6- Messrs. London, Goldman and Colnett each is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. TGG entered into two agreements, as more fully described below, whereby TGG would acquire 200,000 shares of Common Stock on January 4, 1999 at an aggregate purchase price of $200,000, and would have a commitment to purchase an additional 50,000 shares and be granted options to purchase additional shares thereafter, subject to satisfactory completion by TGG of a due diligence review by December 18, 1998 (the "Due Diligence Review"). The funds for the acquisition of the 200,000 shares of Common Stock are to be allocated from the working capital of TGG, which will be provided from the personal funds of the Partners. It is presently contemplated that the source of funds required by TGG to purchase any additional shares of Common Stock as contemplated herein will come from the personal funds of the Partners. ITEM 4. PURPOSE OF TRANSACTION. GENERAL ------- TGG has sought to acquire the shares of Common Stock that are the subject of this Schedule as the Partners have viewed the Company as a potential attractive investment opportunity and were interested in obtaining a major investment position therein in order to attempt to influence Company management with respect to the future direction of the Company, including the possibility of an acquisition transaction between the Company and AIC. Mr. London, on behalf of the Partners, has had discussions with large investors of the Common Stock concerning the interest of TGG and whether these investors might be supportive of TGG's efforts. However, neither TGG nor any Partner has entered into any agreement or understanding with any such holder for the purpose of acquiring, holding, voting or disposing of shares of Common Stock. nor should be considered as part of a "group" with any other holders of the Company's Common Stock. In furtherance of its efforts with respect to the Company, TGG has entered into agreements with two major Company stockholders providing for (i) TGG to purchase an aggregate of 250,000 shares subject to its Due Diligence Review, and (ii) TGG to receive options to purchase an aggregate of 1,445,000 shares together with irrevocable proxies to vote the option shares while the options are exercisable. Mr. London, together with other outside shareholders, has held meetings with Barry Siegel, Chairman and Chief Executive Officer of the Company, regarding the future direction of the Company. As explained in greater detail below, these discussions have resulted into the entry of a Letter of Interest between AIC and the Company covering a possible reverse acquisition of the Company by AIC and a proposed three member increase in the size of the Board of Directors with the new directorships to be filled by two designees of TGG and a designee of another investor group. -7- PURCHASE AGREEMENTS ------------------- On December 2, 1998, TGG entered into an agreement with Leonard Giarraputo and Frances Giarraputo (the "Giarraputos"), as amended on December 9, 1998 (collectively, the "Giarraputo Agreement"), with respect to Giarraputos' shares of the Company's Common Stock. TGG agreed to purchase from the Giarraputos 100,000 shares of Common Stock on January 4, 1999 at a purchase price of $1.00 per share, subject to its Due Diligence Review. The Giarraputos granted options to TGG to purchase 500,000 shares (the "Giarraputo Option Shares") of Common Stock as follows: 150,000 shares at $1.00 per share expiring on April 1, 1999, 150,000 shares at $2.00 per share expiring on December 31, 2000, 150,000 shares at $3.00 per share expiring on December 31, 2000, and 50,000 shares at $4.00 per share expiring on December 31, 2001, provided that the option is exercised as to all the underlying shares at any price level. Upon TGG purchasing the initial 100,000 shares, the Giarraputos are to grant an irrevocable proxy to TGG to vote all Giarraputo Option Shares. That proxy is to expire December 31, 2001; provided, however, the proxy shall expire on April 1, 1999 if TGG does not exercise its option to purchase the first option tranche of 150,000 shares of Common Stock by that date as provided above, and thereafter the proxy shall expire from as to each subsequent tranche of Giarraputo Option Shares if TGG does not exercise each such tranche prior to its respective expiration date. On December 2, 1998, TGG also entered into an agreement with Michael Karpoff and Patricia Rothbardt (the "Karpoff Sellers"), as amended on December 9, 1998 (the "Karpoff Agreement"), pursuant to which TGG agreed to purchase from the Karpoff Sellers (i) 100,000 shares of Common Stock on January 4, 1999 at a purchase price of $1.00 per share and (ii) 50,000 shares on January 3, 2000 at a price equal to the greater of $1.75 per share or 80% of the per share price of the last trade in the Common Stock in the public market as of the immediately preceding business day; provided, however, that if the purchase price of the 50,000 shares is less than $1.75 per share, TGG shall have the right to elect not to purchase such shares upon notice to the Karpoff Sellers. TGG's obligation to proceed with the Karpoff Agreement is subject to the TGG Due Diligence Review. The Karpoff Sellers granted options to TGG to purchase 945,000 shares (the "Karpoff Option Shares") of Common Stock as follows: 50,000 shares at $1.75 per share expiring on January 4, 1999, 200,000 shares at $1.00 per share expiring on April 1, 1999, 200,000 shares at $2.00 per share expiring on December 31, 2000, 200,000 shares at $3.00 per share expiring on December 31, 2000, 150,000 shares at $4.00 per share expiring on December 31, 2001, and 145,000 shares at $5.00 per share expiring on December 31, 2001. The shares underlying the options for the 295,000 shares expiring on December 31, 2001 are not presently outstanding, but are subject to options held by the Karpoff Sellers. Upon the closing of the initial 100,000 shares, the Karpoff Sellers are to grant an irrevocable proxy to TGG for the Karpoff Option Shares similar to the proxy that was granted by the Giarraputos for the Giarraputo Option Shares. For additional information regarding the Giarraputo Agreement and the Karpoff Agreement (collectively, the "Purchase Agreements"), reference is made to those Agreements which are filed as Exhibits 2 and 3, respectively, to this Schedule. -8- LETTER OF INTEREST ------------------ On December 7, 1998, AIC (d/b/a Consumers Car Club) entered into a letter with the Company (the "Letter of Interest") which expresses their preliminary indication of interest for a combination of AIC and the Company. Messrs. London and Goldman are principals of AIC. The proposal contemplates a tax-free merger whereby the Company would issue 33,000,000 shares of Common Stock for the outstanding Common Stock of AIC, subject to entry into a definitive agreement after mutual due diligence reviews and other closing conditions. The Letter of Interest is filed herewith as Exhibit 4. BOARD REPRESENTATION -------------------- During the week of December 7, Mr. London, on behalf of TGG, either together with other major investors in the Company or separately, had discussions with Siegel and other Company directors concerning the possibility of creating a vacancy on the existing Board of Directors, increasing the size of the Board to seven, and filling the three vacancies with two individuals designated by TGG and a third person designated by Point West Capital Corporation ("Point West"). The Company's Board of Directors has not yet taken any action to implement this change in the Board. On December 16, 1998, TGG and its representatives are to commence the Due Diligence Review. Representatives of Point West will participate in such effort. In addition to those plans noted above, it is possible that TGG and or the Partners may develop or pursue plans and proposals regarding: (i) extraordinary corporate transactions, such as mergers, reorganizations or liquidations involving the Company or any of its subsidiaries, (ii) one or more sales or transfers of a material amount of assets of the Company or any of its subsidiaries, (iii) one or more changes in the present capitalization or dividend policy of the Company, (iv) one or more changes in the Company's business or corporate structure, (v) one or more changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may facilitate or impede the acquisition of control of the Company by any other person, and (vi) one or more actions which may cause the Common Stock to cease to be authorized to be quoted on Nasdaq or the Company to become eligible for termination or registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. Depending on future developments, including the Due Diligence Review, the plans of TGG and the Partners may change. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) TGG may be deemed the direct beneficial owner of an aggregate of 1,695,000 shares of Common Stock consisting of (i) 250,000 shares which TGG has agreed to purchase pursuant to the Purchase Agreements and (ii) 1,445,000 shares underlying options granted to TGG pursuant to those Agreements, which represents approximately 19.88% of the outstanding shares of Common Stock. The outstanding shares is based upon 8,231,800 shares outstanding as of November 13, 1998 (as reported in the Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1998) and as adjusted to reflect the assumed issuance of 295,000 shares underlying options expiring on December 31, 2001 under the -9- Karpoff Agreement. The Purchase Agreements also grant to TGG certain voting rights with respect to the Option Shares thereunder. (See Item 4.) Mr. London, as trustee of a trust which is a general partner in TGG, may be deemed the indirect beneficial owner of 1,695,000 shares of Common Stock, or approximately 19.88 % of the outstanding shares by virtue of his ownership interest in TGG. Mr. Goldman, as trustee of a trust which is a general partner in TGG, may be deemed the indirect beneficial owner of 1,695,000 shares of Common Stock, or approximately 19.88% of the outstanding shares by virtue of his ownership interest in TGG. Mr. Colnett, as trustee of a trust which is a general partner in TGG, may be deemed the indirect beneficial owner of 1,695,000 shares of Common Stock, or approximately 19.88% of the outstanding shares by virtue of his ownership interest in TGG. Each of the Partners disclaims any beneficial ownership in any shares of the Company's Common Stock which may be attributed to him other than through his participation in TGG. (b) Pursuant to the irrevocable proxies granted under the Purchase Agreements, TGG shall have certain powers to vote and direct the disposition of the shares of Common Stock deemed beneficially owned by it. By virtue of the relationships described in Item 2 of this Schedule, each of the Partners may be deemed to share indirect power to vote and direct the disposition of the shares of Common Stock held by TGG. (c) On December 2, 1998, TGG entered into the Purchase Agreements, each as amended December 9, 1998, to purchase up to 1,695,000 shares of Common Stock, as more fully described in Item 4 of this Schedule. On December 10, 1998, Mr. Goldman sold 1,000 shares of Common Stock in a brokerage transaction at a price of $1.60 per share. (d) Not applicable. (e) Not applicable. -10- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On December 2, 1998, TGG entered into an agreement with Kirlin Securities Inc. ("Kirlin") which provides that if TGG exercises the options under the Karpoff Agreement which expire on or before December 31, 2000 and also exercises all of the options under the Giarraputo Agreement which expire on or before the same date, TGG shall pay Kirlin a $50,000 fee. In addition, if the Company is merged with AIC, TGG will use its reasonable efforts to have the merged company pay to Kirlin a customary finder's fee in warrants to purchase common stock of the merged entity. This agreement is filed herewith as Exhibit 4. The only contracts, arrangements, understandings and relationships among the persons identified in Item 2 and between such persons and any person with respect to any security of the Company, there are i) the Giarraputo Agreement, ii) the Karpoff Agreement, iii) the Agreement between TGG and Kirlin Securities, and iv) the Letter of Interest, each as more fully described above and each of which is filed as an Exhibit hereto and the understandings mentioned in this Schedule. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement and Power of Attorney, dated December 11, 1998, by the Reporting Persons. 2. Agreement among TGG, Leonard Giarraputo and Frances Giarraputo, dated December 2, 1998, as amended December 9, 1998. 3. Agreement among TGG, Michael Karpoff and Patricia Rothbardt, dated December 2, 1998, as amended December 9, 1998. 4. Letter of Interest between the Company and AIC, dated December 7, 1998. 5. Agreement between TGG and Kirlin, dated December 2, 1998. -11- SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct. Date: December 15, 1998 THE GOLDDONET GROUP By: /s/Michael D. London -------------------------------- Michael D. London, General Partner LONDON FAMILY TRUST By: /s/ Michael D. London ------------------------------- Michael D. London, Trustee GOLDMAN FAMILY TRUST By: /s/Sheldon L. Goldman ------------------------------- Sheldon L. Goldman, Trustee RONALD H. AND LINDA S. COLNETT TRUST By: /s/Ronald H. Colnett ------------------------------ Ronald H. Colnett, Trustee -12- EXHIBIT INDEX Exhibit Description ------- ----------- 1. Joint Filing Agreement and Power of Attorney, dated December 11, 1998, by the Reporting Persons. 2. Agreement among TGG, Leonard Giarraputo and Frances Giarraputo, dated December 2, 1998, as amended December 9, 1998. 3. Agreement among TGG, Michael Karpoff and Patricia Rothbardt, dated December 2, 1998, as amended December 9, 1998. 4. Letter of Interest between the Company and AIC, dated December 7, 1998. 5. Agreement between TGG and Kirlin, dated December 2, 1998. EX-99 2 EXHIBIT 1 JOINT FILING AGREEMENT Exhibit 1 AND POWER OF ATTORNEY ----------------------- In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including exhibits and thereto) with respect to the acquisition of, or the right to acquire, the Common Stock of First Priority Group, Inc., a Delaware corporation. This Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, each of the undersigned, being duly authorized, hereby executes this Agreement as of the 15th day of December, 1998. Each person whose signature appears below hereby constitutes and appoints Michael D. London as his or its true and lawful attorney-in-act and agent, with full power and authority, including power of substitution and resubstitution, and in his or its name, place and stead in any and all capacities, to execute in the name of each such person, and to file, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, any and all amendments to this Statement on Schedule 13D as such attorney-in-fact and agent, or its substitutes, executing such amendments deem necessary or advisable to enable each person whose signature appears below to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, granting to said attorney-in-fact, agents and substitutes full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intends and purposes as they might or cold do in person, and does hereby ratify and confirm all that such attorney-in-fact, agents or substitutes, or any of the separately, may lawfully do os cause to b done by virtue thereof. THE GOLDDONET GROUP By: /s/Michael D. London -------------------------------- Michael D. London, General Partner LONDON FAMILY TRUST By: /s/Michael D. London -------------------------------- Michael D. London, Trustee GOLDMAN FAMILY TRUST By: /s/Sheldon L. Goldman -------------------------------- Sheldon L. Goldman, Trustee RONALD H. AND LINDA S. COLNETT TRUST By: /s/Ronald H. Colnett -------------------------------- Ronald H. Colnett, Trustee EX-99 3 EXHIBIT 2 December 2, 1998 Mr. Leonard Giarraputo Mrs. Frances Giarraputo c/o Anthony J. Kirincic Kirlin Securities, Inc. 6901 Jericho Turnpike Syosset, New York 11791 Re: First Priority Group -------------------- Dear Mr. and Mrs. Giarraputo: This letter sets forth the terms of our agreement regarding the sale of your shares of common stock of First Priority Group, Inc. (the "Company") to The Golddonet Group or its assigns ("TGG"). We agree as follows: 1. Purchase Sale of Shares. ----------------------- (a) Purchase and Sale. You agree to sell to TGG, ----------------- and TGG agrees to purchase from you, 100,000 shares of the common stock of the company (the "Shares") on January 4, 1999, at a price of $1.00 per share. (b) Condition Precedent. TGG shall have the ------------------- right to undertake such due diligence as it deems appropriate with respect to this transaction prior to December 10, 1998. In the event that TGG is not satisfied in its sole discretion with the results of its due diligence, TGG may notify you in writing on or before December 10, 1998 of its election not to proceed. If TGG gives you such notice, this agreement shall terminate and we shall have no further obligations to each other hereunder. (c) Closing. The closing for the purchase and ------- sale of the Shares (the "Closing") shall take place at 6901 Jericho turnpike, Syosset, New York 11791. At the Closing, TGG will deliver to you the purchase price for the Shares being purchased at the Closing by check or wire transfer. You will deliver to TGG: (i) the share certificate representing the Shares being purchased at the Closing duly endorsed in favor of TGG; (ii) a certificate stating that the representations and warranties set forth in paragraph 3 below are true and correct as of the date thereof; and (iii) an irrevocable proxy in form acceptable to TGG by which you grant TGG the right to vote, and otherwise act on your behalf with respect to, all of the shares of common stock of the Company you own now or while the proxy is in effect. Said proxy shall provide that it expires on December 31, 2001; provided, however, that the proxy shall expire on April 1, 1999 in the event that TGG does not exercise its option to purchase 150,000 shares of your common stock of the Company at a price of $1.00 per share by said date as provided in paragraph 2 below. In addition, the proxy shall expire from time to time, in the event that TGG does not exercise any of the options granted in paragraph 2, with respect to any shares that you own in excess of the total number of Shares and TGG Option Shares subject to TGG's option. 2. Option to Purchase Shares. ------------------------- (a) Grant of Option. You hereby grant TGG an --------------- option to purchase 600,000 shares of common stock of the Company (the "TGG Option Shares") at the price set forth below prior to the stated expiration date: MAXIMUM PRICE EXPIRATION NUMBER OF SHARES PER SHARE DATE ---------------- --------- ---------- 150,000 $ 1.00 April 1, 1999 150,000 $ 2.00 December 31, 2000 150,000 $ 3.00 December 31, 2000 100,000 $ 4.00 December 31, 2001 50,000 $10.00 December 31, 2001 (b) Exercise of Option. TGG may exercise an ------------------ option by giving you at the address set forth below written notice of its election to exercise its option at any time prior to the expiration date and stating the number of TGG Option Shares that it is electing to purchase. TGG may exercise its option with respect to those Option Shares exercisable at a particular price only if TGG exercises its option with respect to all of the Option Shares available at such price. However, the failure to exercise an option with respect to certain of the TGG Option Shares at one price shall not affect its right to exercise an option to purchase other of the TGG Option Shares at a different price concurrently or at a later date. (c) Closings. Within fifteen days of your -------- receipt of the notice from TGG of its election to exercise an option, you will sell to TGG, and TGG will purchase from you, the TGG Option Shares designated in the notice. The purchase and sale will take place at a closing to be held at 6901 Jericho Turnpike, Syosset, New York 11791. At the Closing, TGG will deliver to you the purchase price for the TGG Option Shares being purchased by check or wire transfer. You will deliver to TGG: (i) the share certificate representing the TGG Option shares being purchased at the Closing duly endorsed in favor of TGG; and (ii) a certificate stating that the representations and warranties set forth in paragraph 3 below are true and correct as of the date thereof. 3. Representations and Warranties. You hereby ------------------------------ represent and warrant to TGG as of the date hereof and as of each of the closings as follows: (a) Authority and Capacity. You have all ---------------------- requisite power, authority and capacity to enter into this agreement; to perform your obligations hereunder and to consummate the transactions contemplated hereby, including, without limitation, the granting of the proxy as provided in paragraph 1(c). (b) Non-Contravention. The execution, delivery ----------------- and performance of this agreement does not, and the consummation of the transactions contemplated hereby will not, (a) result in a breach of or default under any agreement to which you are bound, or (b) violate any law or regulation applicable to you, or any permit, license, authorization, franchise, approval, judgment, order, injunction, decree or award of any court, arbitrator, administrative agency or governmental body applicable to or binding upon you. (c) Binding Agreement. No authorization or ----------------- approval is required for your to execute and deliver this agreement and to perform your obligations hereunder. This agreement has been duly and validly executed and delivered by you and constitutes your valid and binding agreement, enforceable against you in accordance with and subject to its terms. (d) Title to Shares. You are the lawful, record --------------- and beneficial owner of all of the shares and the TGG Option Shares, free and clear of any liens, claims, agreements, charges, security interests and encumbrances whatsoever. As of a Closing, you have the full right, power and authority to sell, convey, assign, transfer and deliver to TGG the Shares and TGG Option Shares being transferred to TGG at such Closing pursuant to the terms of this agreement. As of a Closing, the certificates representing the Shares and TGG Option Shares being transferred to TGG at such Closing are valid and genuine. The sale, conveyance, assignment, transfer and delivery of the certificates representing the Shares and TGG Option Shares in accordance with the terms of this agreement will transfer to TGG legal and valid title to the Shares and TGG Option Shares, free and clear of all liens, security interests, hypothecations or pledges. Except for this agreement, there are no outstanding subscriptions, options, rights (preemptive or otherwise), warrants, calls, convertible securities or other agreements or commitments of any character relating to the Shares, the TGG Option Shares or the Giarraputo Options. (e) Approvals. No consent, approval, order or --------- authorization of, or any registration, declaration or filing with, any in connection with the valid execution, delivery, consummation and performance of this agreement by you. (f) Transferability. The Shares and the TGG --------------- Option shares are freely transferable and not subject to any restrictions of any nature. The foregoing representations and warranties shall survive the Closings and shall not be affected by any information furnished to, or investigation made by, TGG. You will indemnify, defend, protect and hold TGG harmless from and against any and all losses, claims, damages, costs or expenses (including, without limitation, attorneys' fees) asserted against, sustained or incurred by TGG as a result of or in connection with any misrepresentation or breach of warranty by you. 4. TGG Representations and Warranties. TGG hereby ---------------------------------- represents and warrants to you as of the date hereof and as of each of the closings as follows: (a) Authority and Capacity. TGG has all ---------------------- requisite power, authority and capacity to enter into this agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) Non-Contravention. The execution, delivery ----------------- and performance of this agreement does not, and the consummation of the transactions contemplated hereby will not, (a) result in a breach of or default under any agreement to which TGG is bound, or (b) violate any law or regulation applicable to TGG, or any permit, license, authorization, franchise, approval, judgment, order, injunction, decree or award of any court, arbitrator, administrative agency or governmental body applicable to or binding upon TGG. (c) Binding Agreement. No authorization or ----------------- approval is required for TGG to execute and deliver this agreement and to perform its obligations hereunder. This agreement has been duly and validly executed and delivered by TGG and constitutes its valid and binding agreement, enforceable against it in accordance with an subject to its terms. (d) Approvals. No consent, approval, order or --------- authorization of, or any registration, declaration or filing with, any court, agency, governmental authority or any third party is required in connection with the valid execution, delivery, consummation and performance of this agreement by TGG other than any filings required by the Securities Exchange Act of 1934. The foregoing representations and warranties shall survive the Closing and shall not be affected by any information furnished to, or investigation made by, you. TGG will indemnify defend, protect and hold TGG harmless from and against any and all losses, claims, damages, costs or expenses (including, without limitation, attorneys' fees) asserted against, sustained or incurred by you as a result of or in connection with any misrepresentation or breach of warranty by TGG. 5. Covenants. --------- (a) No Transfer. You will not sell, transfer or ----------- assign the Shares or any interest therein except as provided in this agreement. You will not sell, transfer or assign the TGG Option Shares or any interest therein, except as provided in this agreement; provided, however, that you may transfer TGG Option Shares once said Shares are no longer subject to TGG's option to purchase in paragraph 2. (b) Exercise of Options. You will timely ------------------- exercise the Giarraputo Options and purchase the shares as provided therein such that you own the requisite number of Shares of common stock of the Company sufficient to enable you to perform hereunder. 6. Miscellaneous. ------------- (a) Entire Agreement. This agreement constitutes ---------------- our entire understanding and agreement relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between us with respect to the subject matter hereof. (b) Waiver. No waiver of any of the provisions ------ of this agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly so provided. (c) Amendments. No changes in, modifications of, ---------- or amendments to, this agreement shall be valid unless the same shall be in writing and signed by both of us. (d) Governing Law. This agreement shall be ------------- construed, interpreted and enforced in accordance with, and shall be governed by the laws of the State of New York without reference to, and regardless of, any applicable choice or conflicts of laws principles. Any action or proceeding seeking to enforce any provision of, or based on any rights arising out of, this Agreement shall be brought in the courts of the State of New York and TGG consents to jurisdiction in the State of New York for any action or proceeding arising under this Agreement. (e) Counterparts. This agreement may be executed ------------ in counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement. (f) Severability. If any provision of this ------------ agreement or the application of any such provision to any person or circumstance, shall be held invalid by any court of competent jurisdiction, the remainder of this agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. (g) Construction. This agreement shall be ------------ construed and interpreted without regard to any rule or presumption requiring that it be construed or interpreted against the part causing it to be drafted. (h) Successors. This agreement shall be binding ---------- upon and shall inure to our benefit and the benefit of our respective successors and assigns; provided, however, that TGG shall notify you prior to any assignment of this Agreement. (i) Further Assurances. Each of us shall from ------------------ time to time at the request of the other, and without further consideration, executive and deliver such further instruments of assignment, transfer, conveyance and confirmation and take such other action as may be reasonably requested in order to more effectively fulfill the purpose of this agreement. (j) Adjustment. In the event of any stock split, ---------- stock dividends or recapitalization of the common stock of the Company (including, without limitation, in connection with a merger), the provisions of paragraphs 1 and 2 above shall apply with respect to any new shares issued with respect to the Shares and the TGG Option Shares and the purchase price and number of shares shall be appropriately adjusted. If this letter correctly states our agreement, please sign below. Very truly yours, THE GOLDDONET GROUP By: /s/ Ronald H. Colnett -------------------------------- December 2, 1998 /s/ Leonard Giarraputo /s/ Frances Giarraputo ------------------------------ ------------------------------ Leonard Giarraputo Frances Giarraputo Date: December 2, 1998 Date: December 2, 1998 Address: 6 Fox Hunt Ct. Address: 6 Fox Hunt Ct. Huntington, NY 11743 Huntington, NY 11743 Mr. Leonard Giarraputo December 9, 1998 Mrs. Frances Giarraputo c/o Mr. Anthony J. Kirincic Kirlin Securities, Inc. 6901 Jericho Turnpike Syosset, New York 11791 RE: First Priority Group -------------------- Dear Mr. and Mrs. Giarraputo: We agree to amend our agreement dated December 2, 1998 (the "Agreement") as follows: 1. The date for the satisfaction of the condition precedent set forth in paragraph 1(b) of the Agreement is hereby extended to December 18, 1998. 2. The number of TGG Option Shares is hereby reduced to 500,000 shares and the following shares are hereby deleted as TGG Option Shares: (a) 50,000 shares exercisable at $4.00 per share expiring December 31, 2001; and (b) 50,000 shares exercisable at $10.00 per share expiring December 31, 2001. 3. The proxy to be delivered by you at the Closing will apply only to 500,000 shares of your stock of the Company. 4. You will not sell, transfer or assign any of the common stock of the Company owned by both or either of you, or any of the options to acquire common stock of the Company owned by both or either of you, prior to December 31, 2001 except pursuant to the Agreement. This letter constitutes an amendment of the Agreement. Except as otherwise provided, capitalized terms used herein shall have the same meaning as in the Agreement. The Agreement remains in full force and effect as amended hereby. Please sign below if this letter correctly states our agreement. Very truly yours, THE GOLDONET GROUP By: --------------------------- AGREED: ------------------------ ------------------------------ Leonard Giarraputo Frances Giarraputo Date: December , 1998 Date: December , 1998 -- -- EX-99 4 EXHIBIT 3 (212) 603-2284 December 2, 1998 Mr. Michael Karpoff Ms. Patricia Rothbardt c/o Anthony J. Kirincic Kirlin Securities, Inc. 6901 Jericho Turnpike Syosset, New York 11791 Re: First Priority Group -------------------- Dear Mr. Karpoff and Ms. Rothbardt: This Letter sets forth the terms of our agreement regarding the sale of your shares of common stock of First Priority Group, Inc. (the "Company") to The Golddonet Group or its assigns ("TGG"). We agree as follows: 1. Purchase and Sale of Shares. --------------------------- (a) Purchase and Sale. You agree to sell to TGG, ----------------- and TGG agrees to purchase from you, 150,000 shares of the common stock of the Company (the "Shares") as follows: (i) 100,000 shares on January 4, 1999 at a price of $1.00 per share; and (ii) 50,000 shares on January 3, 2000 at a price equal to the greater of $1.75 per share or 80% of the per share price in the last trade for the common stock of the Company on the public market as of the immediately preceding business day. In the event that the purchase price for the 50,000 shares is less than $1.75 per share, TGG shall have the right to elect not to purchase said shares by so notifying you. (b) Condition Precedent. TGG shall have the ------------------- right to undertake such due diligence as it deems appropriate with respect to this transaction prior to December 10, 1998. In the event that TGG is not satisfied in its sole discretion with the results of its due diligence, TGG may notify you in writing on or before December 10, 1998 of its election to proceed. If TGG gives you such notice, this agreement shall terminate and we shall have no further obligations to each other hereunder. (c) Closings. The closings for the purchase and -------- sale of the Shares (each a "Closing") shall take place at 6901 Jericho Turnpike, Syosset, New York 11791. At each Closing, TGG will deliver to you the purchase price for the Shares being purchased at the Closing by check or wire transfer. You will deliver to TGG: (iii) the shares certificate representing the Shares being purchased at the Closing duly endorsed in favor of TGG; and (iv) a certificate stating that the representations and warranties set forth in paragraph 3 below are true and correct as of the date thereof. In addition, at the Closing on January 4, 1999; you will deliver to TGG an irrevocable proxy in form acceptable to TGG by which you grant TGG the right to vote, and otherwise act on your behalf with respect to, all of the shares of common stock of the Company you own now or while the proxy is in effect. Said proxy shall provide that it expires on December 31, 2001; provided, however, that the proxy shall expire on April 1, 1999 in the event that TGG does not exercise its option to purchase 200,000 shares of your common stock of the Company at a price of $1.00 per share by said dates as provided in paragraph 2 below. In addition the proxy shall expire from time to time, in the event that TGG does not exercise any of the options granted in paragraph 2, with respect to any shares that you own in excess of the total number of Shares and Option Shares subject to TGG's Option. 2. Option to Purchase Shares. ------------------------- (a) Grant of Option. You hereby grant TGG an --------------- option to purchase 1,145,000 shares of common stock of the Company (the "TGG Option Shares") at the price set forth below prior to the stated expiration date: Maximum Prices Expiration Number of Shares Per Share Date ---------------- -------------- -------------------- 50,000 $ 1.75 January 4, 1999 300,000 $ 1.00 April 1, 1999 200,000 $ 2.00 December 31, 2000 200,000 $ 3.00 December 31, 2000 150,000 $ 4.00 December 31, 2001 250,000 $ 5.00 December 31, 2001 95,000 $10.00 December 31, 2001 We acknowledge that the Option Shares subject to the options expiring December 31, 2001 may be acquired by you pursuant to a cashless exercise of your options to acquire shares of the Company. In such event, the maximum number of shares subject to TGG's options expiring December 31, 2001 shall be reduced by an amount equal to the reduction in the number of shares you receive as a result of the cashless exercise of your options. The reduction shall be applied first to the Option Shares having a $10.00 per share price and then the Option Shares having $5.00 per share price. (b) Exercise of Option. TGG may exercise an ------------------ option giving you at the address set forth below written notice of its election to exercise its option at any time prior to this expiration date and stating the number of TGG Option Shares that it is electing to purchase. TGG may exercise its option with respect to those Option Shares exercisable at a particular price only if TGG exercises its option with respect to all of the Option Shares available at such price. However, the failure to exercise an option with respect to certain of the TGG Option Shares at one price shall not affect its right to exercise an option to purchase other of the TGG Option Share at a different price concurrently or at a later date. (c) Closings. Within fifteen days of your -------- receipt of the notice from TGG of its election to exercise an option, you will sell to TGG, and TGG will purchase from you, the TGG Option Shares designated in the notice. The purchase and sale will take place at a Closing to be held at 6901 Jericho Turnpike, Syosset, New York 11791. At the Closing, TGG will deliver to you the purchase price for the Option Shares being purchased by check or wire transfer. You will deliver to TGG (v) the shares certificate representing the TGG Option Shares being purchased at the Closing duly endorsed in favor of TGG; and (vi) a certificate stating that the representations and warranties set forth in paragraph 3 below are true and correct as of the date thereof. 3. Representations and Warranties. You hereby ------------------------------ represent and warrant to TGG as of the date hereto and as of each of the closings as follows: (a) Authority and Capacity. You have all ---------------------- requisite power, authority and capacity to enter into this agreement, to perform your obligations hereunder and to consummate the transactions contemplated hereby, including, without limitation, the granting of the proxy as provided in paragraph 1(c). (b) Non-Contravention. The execution, delivery ----------------- and performance of this agreement doe snot, and the consummation of the transactions contemplated hereby will not, (a) result in a breach of or default under any agreement to which you are bound (provided that TGG complies with paragraph 9(f) of that certain Severance Agreement (the "Severance Agreement") dated August 17, 1998 between First Priority Group, Inc. and Michael Karpoff), or (b) violate any law or regulation applicable to you, or any permit, license, authorization, franchise, approval, judgment, order, injunction, decree or award of any court, arbitrator, administrative agency or governmental body applicable to or binding upon you. (c) Binding Agreement. No authorization or ----------------- approval is required for you to execute and deliver this agreement and to perform your obligations hereunder. This agreement has been duly and validly executed and delivered by you and constitutes your valid and binding agreement, enforceable against you in accordance with an subject to its terms. (d) Title to Share. You are the lawful, record -------------- and beneficial owner of all of the Shares and 745,000 of the TGG Option Shares, free and clear of any liens, claims, agreements, charges, security interests and encumbrances whatsoever. Michael Karpoff is the lawful record and beneficial owner of options to acquire at least 400,000 shares of common stock of the Company (the "Karpoff Options"). Subject to the vesting provisions of Karpoff Options, the Karpoff Options are in full force and effect, free and clear of any liens, claims, agreements, charges, security interests and encumbrances whatsoever. As of a Closing, you have the full right, power and authority to sell, convey, assign, transfer and deliver to TGG the Shares and TGG Option Shares being transferred to TGG at such Closing pursuant to the terms of this agreement. As of a Closing, the certificates representing the Shares and TGG Option Shares being transfers to TGG at such Closing are valid and genuine. The sale, conveyance, assignment, transferor and delivery of the Certificates representing the Shares and TGG Option Shares in accordance with the terms of this agreement will transfer to TGG legal and valid title to the Shares and the TGG Option Shares, free and clear of all liens, security interest, hypothecations or pledges. Except for this agreement and paragraph 8(f) of the Severance Agreement, there are no outstanding subscriptions, options, rights (preemptive or otherwise), warrants, calls, convertible securities or other agreements or commitments of any character relating to the Shares, the TGG Option Shares or the Karpoff Options. The Shares, TGG Option Shares and Karpoff Options constitute all of the securities of the Company owned by you (including, without limitation, warranties or options of any nature) except options owner by Michael Karpoff to purchase 100,000 shares of common stock of the Company at a price of $5.00 per share which were issued to Mr. Karpoff September 7, 1997 and which expire December 31, 2002. (e) Approvals. No consent, approval, order or --------- authorization of, or any registration, declaration or filing with, any court, agency, governmental authority or any third party is required in connection with the valid execution, delivery, consummation and performance of this agreement by you. (f) Transferability. The Shares and the TGG --------------- Option Shares are freely transferable and not subject to any restrictions of any nature other than the restrictions set forth in paragraph 8(f) of the Severance Agreement and any restrictions imposed by Rule 144. The foregoing representations and warranties shall survive the Closings and shall not be affected by any information furnished to, or investigation made by, TGG. You will indemnify, defend, protect and hold TGG harmless from and against any and all losses, claims, damages, costs or expenses (including, without limitation, attorney's fees) asserted against, sustained or incurred by TGG as a result of or in connection with any misrepresentation or breach of warranty by you. 4. TGG Representations and Warranties. TGG hereby ---------------------------------- represents and warrants to you as of the date hereof and as of each of the closings as follows: (a) Authority and Capacity. TGG has all ---------------------- requisite power, authority and capacity to enter into this agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) Non-Contravention. The execution, delivery ----------------- and performance of this agreement does not, and the consummation of the transactions contemplated hereby will not, (a) result in a breach of or default under any agreement to which TGG is bound, or (b) violate any law or regulation applicable to TGG, or any permit, license, authorization, franchise, approval, judgment, order, injunction, decree or award of any court, arbitrator, administrative agency or governmental body applicable to or binding upon TGG. (c) Binding Agreement. No authorization or ----------------- approval is required for TGG to execute to execute and deliver this agreement and to perform its obligations hereunder. This agreement has been duly and validly executed and delivered by TGG and constitutes its valid and binding agreement, enforceable against it in accordance with and sub object to its terms. (d) Approvals. No consent, approval, order or --------- authorization of, or any registration, declaration or filing with, any court, agency, governmental authority or any third party is required in connection with the valid execution, delivery, consummation and performance of this agreement by TGG other than any filings required by the Securities Exchange Act of 1934. The foregoing representations and warranties shall survive the Closings and shall not be affected by any information furnished to, or investigation made by, you. TGG will indemnify, defend, protect and hold you harmless from and against any and all losses, claims, damages, costs or expenses (including, without limitation, attorneys' fees) asserted against, sustained or incurred by you as a result of or in connection with any misrepresentation or breach of warranty by TGG. 5. Continued Employment. TGG acknowledges that you -------------------- must remain an employee of the Company until December 31, 2002 in order to fully vest your employee stock options. TGG shall use its reasonable efforts as a shareholder of the Company to cause the Company to continue your employment with a salary of $5,000 per annum until such time as your options become vested. Notwithstanding the above, TGG or its assigns will comply with the terms of the Severance Agreement. 6. Covenants. --------- (a) No Transfer. You will not sell, transfer or ----------- assign the Shares or any interest therein except as provided in this agreement. You will not sell, transfer or assign the TGG Option Shares or any interest therein, except as provided in this Agreement provided; however, that you may transfer TGG Option Shares once said Shares are no longer subject to TGG's option to purchase in paragraph 2. (b) Exercise of Options. You will timely ------------------- exercise the Karpoff Options and purchases the shares as provided therein such that you own the requisite number of Shares of common stock of the Company sufficient to enable you to perform hereunder. 7. Miscellaneous. ------------- (a) Entire Agreement. This agreement constitutes ---------------- one entire understanding and agreement relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between us with respect to the subject matter hereof. (b) Waiver. No Waiver or any of the provisions ------ of this agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly so provided. (c) Amendments. No changes in, modifications of, ---------- or amendments to, this agreement shall be valid unless the same shall be in writing and signed by both of us. (d) Governing Law. This agreement shall be ------------- construed, interpreted and enforced in accordance with, and shall be governed by the laws of the State of New York without reference to, and regardless of, any applicable choice or conflicts of laws principles. Any action or proceeding seeking to enforce any provisions of, or based on any right arising out of, this Agreement shall be brought in the courts the State of New York for any action or proceeding arising under this Agreement. (e) Counterparts. This agreement may be executed ------------ in counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement. (f) Severability. If any provisions of this ------------ agreement or the application of any such provision to any person or circumstances, shall be held invalid by any court of competent jurisdiction the remainder of this agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. (g) Construction. This agreement shall be ------------ construed and intepretered without regard to any rule or presumption requiring that it be construed or interpreted against the party causing it to be drafted. (h) Successors. This agreement shall be binding ---------- upon and shall inure to our benefit and the benefit of our respective successors and assigns; provided, however, that TGG shall notify you prior to any assignment of this Agreement. (i) Further Assurances. Each of us shall from ------------------ time to time at the request of the other, and without further consideration, execute and deliver such further instruments of assignment, transfer, conveyance and confirmation and take such other action as may be reasonably requested in order to more effectively fulfill the purpose of this agreement. (j) Adjustment. In the event of any stock split, ---------- stock dividends or recapitalization of the common stock of the Company (including, without limitation, in connection with a merger), the provisions of paragraphs 1 and 2 above shall apply with respect to any new shares issued with respect to the Shares and the TGG Option Shares and the purchase price and number of shares shall be appropriately adjusted. If this letter correctly states our agreement, please sign below. Very truly yours, THE GOLDDONET GROUP By: /s/ Ronald H. Colnett -------------------------------- 12/2/98 AGREED: /s/ Michael Karpoff /s/ Patricia Rothbardt --------------------------- ----------------------------------- Michael Karpoff Patricia Rothbardt Date: December , 1998 Date: December , 1998 -- -- Address: 32 Gramercy Park S. Address: 32 Gramercy Park So. ------------------- -------------------- NY, NY 10003 NY, NY 10003 Apt 14B ------------------- -------------------- December 9, 1998 Mr. Michael Karpoff Ms. Patricia Rothbardt c/o Mr. Anthony J. Kirincic Kirlin Securities, Inc. 6901 Jericho Turnpike Syosset, New York 11791 RE: First Priority Group -------------------- Dear Mr. Karpoff and Ms. Rothbardt: We agree to amend our agreement dated December 2, 1998 (the "Agreement") as follows: 1. The date for the satisfaction of the condition precedent set forth in paragraph 1(b) of the Agreement is hereby extended to December 18, 1998. 2. The number of TGG Option Shares is hereby reduced to 945,000 shares and the following shares are hereby deleted as TGG Option Shares: (a) 105,000 shares exercisable at $5.00 per share expiring December 31, 2001; and (b) 95,000 shares exercisable at $10.00 per share expiring December 31, 2001. 3. The proxy to be delivered by you at the Closing will apply only to 945,000 shares of your stock of the Company. 4. You will not sell, transfer or assign any of the common stock of the Company owned by both or either of you, or any of the options to acquire common stock of the Company owned by both or either of you, prior to December 31, 2001 except pursuant to the Agreement. This letter constitute an amendment of the Agreement. Except as otherwise provided, capitalized terms used herein shall have the same meaning as in the Agreement. The Agreement remains in full force and effect as amended hereby. Please sign below if this letter correctly states our agreement. Very truly yours, THE GOLDONET GROUP By: --------------------------- AGREED: -------------------------- ------------------------------ Michael Karpoff Patricia Rothbardt Date: December , 1998 Date: December , 1998 -- -- EX-99 5 EXHIBIT 4 December 7, 1998 CONFIDENTIAL Mr. Barry Siegel Chairman & CEO 51 East Bethpage Road Plainview, NY 11803-4224 Dear Barry: On behalf of American Information Co. Inc d/b/a Consumer Car Club, I am pleased to submit the following preliminary indication of interest ("Proposal") for a combination of American Information Co. Inc., "CCC", and First Priority Group, "FPG". We are extremely excited about this Proposal and are convinced that the proposed combination would bring great rewards to both institutions and all the important constituencies, including shareholders, employees, customers and the communities we serve. There are tremendous synergies to be realized by combining these two firms to create an unparalleled service provider. This combination would create a powerful consumer car club and commercial fleet business unrivaled in the U.S. Purchase Price and Form of Consideration ---------------------------------------- Under the terms of this Proposal, the CCC shareholder would receive approximately 33MM newly issued shares of FPG common stock in exchange for CCC stock in a tax-free transaction. We believe that with CCC, FPG stock will represent a much more attractive investment for your shareholders. By acquiring CCC stock for First Priority Group shares, your shareholders would be receiving stock in a quality partner with strong momentum and entry into a dynamic, high value business - the Internet. In our view, a well as many Wall Street analysts, FPG at current levels is undervalued. This offer contemplates a value of $1.95 per fully diluted share for FPG, which is 16% higher than the current market price. This offer also contemplates a value of $0.40 per current CCC fully diluted share. Moreover, CCC has recently been valued in excess $0.50 per share by CCC's investment banker and the most recent investor valued CCC at $0.40 per share. As you are aware, the valuations for dynamic businesses that have leadership in Internet commerce, like our combined company, offer our shareholders ample opportunity to realize appreciation in value. Due Diligence Request --------------------- A "Due Diligence Data Request" is enclosed with this letter. Both parties will not be expected to reproduce any information requested which has already been provided. Conditions or Contingencies --------------------------- This Proposal is subject to satisfactory completion of a full due diligence review by both parties, CCC's and FPG's Board approval and CCC's and FPG's shareholders approval, and the execution of a mutually agreeable definitive merger agreement. Other Considerations -------------------- We have long regarded First Priority Group to be an attractive partner inasmuch as our two companies shares a strong commitment to providing innovative services, outstanding customer service and recognition of the contribution of our employees to our success. We are planning to merge the matching operations of CCC with those of FPG and look forward to utilizing the expertise of FPG's officers and employees to enhance the operations of the combined entity. Public Disclosure ----------------- No public disclosure should be made of this Proposal and/or that there are ongoing discussions between the parties without the mutual written consent of both parties, or as required by law. Survival -------- the terms set forth in this Proposal shall be non-binding upon the parties herein, except for this section and the one entitled "Public Disclosure", which shall be binding upon the parties and shall survive the termination or expiration of this Proposal. We have the highest regard for you and your management team. We believe that their involvement in the combined company is critical to the future success and enhances our ability to maximize the benefits of this merger. We contemplate that some key members of FPG's management team would be offered important positions in the combined company. In addition, these individuals would be offered meaningful stock-based incentives as part of a complete compensation package, as appropriate. Our management team is excited about the proposed transaction and believes the combined company will be ideally positioned for continued strong growth in an ever-changing business environment. Kindly acknowledge your agreement by signing below. Sincerely, /s/ Michael D. London Michael D. London President & CEO Enclosures Acknowledged and agreed to this 12-8 day of 1998. ---------- /s/ Barry Siegel --------------------------------- Barry Siegel Chairman & CEO First Priority Group EX-99 6 EXHIBIT 5 November 24, 1998 Kirlin Securities, Inc. 6801 Jericho Turnpike Syosset, New York 11791 Re: First Priority Group -------------------- Gentlemen: This letter will confirm the terms of our agreement regarding the purchase by The Golddonet Group or its assigns ("TGG") of certain shares of common stock of First Priority Group (the "Company") from Michael Karpoff and Leonard Giarputto. We agree as follows: 1. TGG is entering into an agreement with Michael Karpoff, a copy of which is attached as Exhibit A (the "Karpoff --------- Agreement"), by which TGG has the right to purchase from Mr. Karpoff 150,000 shares of the common stock of the Company pursuant to paragraph 1 of the Karpoff Agreement. If TGG elects to proceed with the purchase and sale contemplated by the Karpoff Agreement, you will purchase from Mr. Karpoff on the terms and conditions set forth in the Karpoff Agreement that number of the Shares designated by TGG; provided, however, that TGG shall purchase the entire 100,000 Shares on January 4, 1999. You shall not be obligated to purchase any of the Option Shares. Except where note, capitalized terms in this paragraph shall have the meanings set forth in the Karpoff Agreement. 2. TGG is entering into an agreement with Leonard Giarputto, a copy of which is attached as Exhibit B (the --------- "Giarputto Agreement") by which TGG has the right to purchase from Mr. Giarputto 100,000 Shares of the common stock of the Company pursuant to paragraph 1 of the Giarputto Agreement. If TGG elects to proceed with the purchase and sale contemplated by the Giarputto Agreement, you will purchase from Mr. Giarputto on the terms and conditions set forth in the Giarputto Agreement that number of the Shares designated by TGG, which may be the entire 100,000 Shares. You will in any case be entitled to purchase 50,000 of these shares. Except where note, capitalized terms in this paragraph shall have the meanings set forth in the Giarputto Agreement. 3. In the event that TGG exercises its options to purchase, and purchases all of the TGG Option Shares under the Karpoff Agreement having an expiration date on or prior to December 31, 2000 and all of the TGG Option Shares under the Giarputto Agreement having an expiration date on or before December 31, 2000, TGG will pay you a $50,000 fee. Said fee will be payable upon the closing of the purchase of the TGG Option Shares pursuant to the exercise of the options expiring December 31, 2000. 4. In the event that the Company is merged with American Information Company, Inc., and subject to the approval of the Board of Directors of the respective companies, TGG will use its reasonable efforts to cause the company created by the merger to pay you a customary finders fee in warrants to acquire common stock of the new company; provided, however, that you shall not receive warrants to acquire more than 2.5% of the outstanding common stock of the new company as of the date of the merger. The warrants shall be exercisable at the price per share equal to the market value of the new company as of the date of the merger divided by the fully diluted number of shares of stock of the new company as of the date of the merger. 5. This agreement constitutes our entire agreement with respect to the subject matter hereof and supercedes all prior understandings, agreement, negotiations and discussions. No changes in, or modifications of, this agreement shall be valid unless in writing and signed by both of us. This agreement shall be governed by California law without regard to the applicable conflicts of laws principles. You represent and warrant that the execution, delivery and performance of this agreement by the person signing below on your behalf has been duly authorized by all necessary corporate action and that this agreement is your valid and binding obligation. If this letter correctly states our agreement, please sign below. Very truly yours, THE GOLDONNET GROUP By: /s/ Ronald H. Colnett --------------------------- AGREED: 12/2/98 KIRLIN SECURITIES, INC. By: /s/ Signature - President -------------------------------- Date: November , 1998 --- December 2, 1998 -----END PRIVACY-ENHANCED MESSAGE-----