EX-10 7 global011838_ex10-9.txt EXHIBIT 10.9 RESCISSION AND SETTLEMENT AGREEMENT EXHIBIT 10.9 RESCISSION AND SETTLEMENT AGREEMENT This Rescission and Settlement Agreement (this "Agreement") is effective December 20, 2000, among Singlepoint Systems Corporation, a Minnesota corporation ("SSC"), Global Maintech, Inc., a Minnesota corporation which is a wholly-owned subsidiary of SSC ("GMI"), Singlepoint Systems, Inc., a Minnesota corporation which is a wholly-owned subsidiary of GMI ("SSI"), Enterprise Solutions, Inc., an Ohio corporation ("ESI"), Stewart Trent Wong ("Wong"), and Desi Dos Santos ("Dos Santos"), together, the "ESI Shareholders." RECITALS A. SSC (formerly known as Global Maintech Corporation), GMI, SSI and ESI are parties to an Asset Purchase Agreement dated as of November 1, 1998 (the "APA"), pursuant to which the parties undertook a transaction (the "Transaction") by which ESI sold and transferred to SSI certain assets (the "Transferred Assets," which, as used herein, has the meaning given to that term in the APA). B. Pursuant to the Transaction, SSI paid ESI $200,000 (the "Cash Consideration"), issued to the ESI Shareholders options to purchase an aggregate of 580,000 post-split shares(1) of SSC common stock (collectively, the "Shareholder Options") and assumed certain of ESI's liabilities (the "Assumed Liabilities," which, as used herein, has the meaning given to that term in the APA). In addition, pursuant to Section 4.4(a) of the APA, each of Wong and Dos Santos became an employee of SSI and entered into an Employment Agreement prescribed by the APA (collectively, the "Employment Agreements"). C. Section 1.4(d) of the APA required SSI, as further consideration for the Transferred Assets, to make an additional payment to ESI pursuant to a formula based on the economic performance of SSI over an 18-month earn-out period (the "Earn Out Payment"). Pursuant to that formula, the parties have determined the Earn Out Payment to be approximately $10,200,000 if paid in cash or $11,700,000 if paid by delivery of shares of SSC common stock, as set forth on Exhibit A attached hereto. The Earn Out Payment was not made on the date provided under the APA. In addition, Section 4.9(f) of the APA provides that, if during the 18-month earn-out period certain events (the "Triggering Events") occurred, then ESI will have the right to require SSI to return the Transferred Assets to ESI under the terms and conditions set forth in Sction 1.4(e) of the APA. Following the occurrence of a number of the Triggering Events during the earn-out period, ESI sent a notice to SSI pursuant to Section 4.9(f) (the "Section 4.9(f) Notice"). Also, during the earn-out period, SSI contributed in excess of $500,000 of working capital to SSC, notwithstanding SSC's undertaking to provide working capital to SSI during this period. D. Based on the facts set forth in Recital C above and certain other events, disputes exist among the parties regarding the performance of obligations required by the APA. However, over the last several months the parties have pursued efforts to find a resolution to the disputes, and the parties agreed that, during that period, any required notice under the agreement and any claim that might be based upon the disputes would be held in abeyance. ---------------------------- (1) The intent of this agreement is to include in the shareholders' options are all shares that are referenced in the Asset Purchase Agreement and if the amount varies, then the amount in the APA governs adjusted to splits accordingly. E. SSC has not determined that delivery of the Earn Out Payment either in cash or stock would not be in the best interest of SSC, GMI or SSI, and it has proposed a rescission of the Transaction and a settlement of the disputes under the terms and conditions set forth below. ESI has agreed to the proposed rescission and settlement based on such terms and conditions. NOW, THEREFORE, the parties agree as follows: 1. Rescission of the Transaction. Subject to the other terms and conditions of this Agreement, effective upon the execution of this Agreement, and in settlement of all disputes and claims that any of the parties may have with or against each other, SSI will transfer back, assign back and reconvey to ESI all of the Transferred Assets and all other assets that are now part of the business that was purchased by SSI under the APA (the "Business"); provided that, as the only consideration for such transfer, (i) all of the Shareholder Options held by the ESI Shareholders shall be cancelled, and (ii) ESI shall assume all liabilities related to such retransferred assets that are of the same name, character, and nature the Assumed Liabilities which SSI assumed on the closing of the APA and will indemnify SSI against any claims with respect to such assumed liabilities which result from ESI's failure to pay or otherwise satisfy any of such liabilities. (Such retransfer of assets is referred to herein as the "Rescission.") ESI shall have no obligation to return the Cash Consideration. In clarification of the obligation of ESI to assume liabilities as provided above, the parties further agree as follows: A. The amounts shown on Exhibits A and B as liabilities to be assumed by ESI ($547,739.51 of the accounts payable listed on Exhibit A and $49,867.76 of the obligations incurred listed on Exhibit B) constitute some, but not necessarily all, of the liabilities assumed by ESI hereunder. To the extent there are other liabilities which ESI is to assume, as described above, and which are not identified on Exhibit A or Exhibit B, and which were incurred prior to December 21, 2000, SSC may bring these to ESI's attention and the parties will work together to determine if any such additionally identified liabilities should be wholly assumed by ESI, or wholly retained by SSC, or prorated between them abed on the relative benefits received by the parties in relation to the liability in question. If the parties are unable to resolve amicably any disagreements with respect to the assumption, retention or proration of any such additionally identified liabilities, then the matter shall be determined by arbitration as set forth under Paragraph 8(g). Any claim by SSC that a liability not identified on Exhibit A or Exhibit B is an additional liability assumed in whole or part by ESI hereunder will be barred unless brought within 180 days of the date hereof. B. As security for ESI's obligation to indemnify SSC with respect to the payment of the liabilities assumed by ESI hereunder, ESI hereby grants SSC a security interest in the XO Shares (as defined below), which security interest will be perfected by a pledge and delivery of the stock certificates for the XO Shares to SSC, and ESI further agrees that, until the assumed liabilities are fully paid or otherwise satisfied, ESI will not transfer, sell or otherwise encumber the XO Shares. -2- 2. Nature of the Transferred Assets. By way of illustration, and without limiting the generality of the description set forth in Section 1, the assets to be transferred to ESI hereunder shall include: (i) The tradenames "Singlepoint Systems," "Singlepoint Systems, Inc.," "Singlepoint," "AlarmPoint" and "PhonePoint" and all other trademarks, tradenames, patent rights, copyrights, trade secrets and other intellectual property of any nature (including all derivatives thereof) which were transferred by ESI to SSI under the APA or which have since been developed by SSI in connection with the Business. (SSC, GMI and SSI hereby agrees within 30 days from the date of this agreement to cease all use of any tradenames or other intellectual property, and acknowledge that ESI will retain ownership of the LegacyPoint product and name, which portion was developed solely by using ESI resources, specifically the HP-ITO code only); (ii) All office equipment, furniture or other property or assets that were acquired by SSI following the closing under the APA, whether such property or assets constitute replacements of Transferred Assets; and (iii) Generally, all property which is now part of the Business and is of a type described in subsections 1.1(a) through 1.1(u) of the APA. (iv) All rights to future cash payments from XO Technologies, Inc. with respect to intellectual property rights to ESI's PhonePoint software, and all shares of stock of XO Technologies, Inc. (the "XO Shares") received by SSC with respect thereto. 3. Wong and Dos Santos Employment Agreements. Subject to the other terms and conditions of this Agreement, upon the Rescission, the Employment Agreements for Wong and Dos Santos will terminate, and neither will have any further rights or obligations thereunder. 4. Other Employees. Subject to the other terms and conditions of this Agreement, upon the Rescission, the employment of Dario Liberate, Robert Bogdan and Tracy Cook by SSI will be terminated. ESI agrees to provide them comparable employment following execution of this document. ESI also agrees that if there are any options given to its employees for stock of SSC, GMI, and SSI under the APA, ESI shall indemnify and hold harmless these companies from any such claim. 5. Termination of Agreements and Obligations. Subject to the other terms and conditions of this Agreement, upon the Rescission, SSC, GMI and SSI, on the one hand, and ESI and the ESI Shareholders, on the other, will mutually and consensually terminate all existing agreements and obligations between them. 6. Release Provisions. (a) Release. Subject to the other terms and conditions of this Agreement, upon the Rescission, each of the parties hereto, on behalf of itself, its officers, directors, subsidiaries, affiliates, employees, representatives, agents, predecessors, successors and assigns, and each of them (collectively, the "Releasing Parties"), hereby jointly and severally releases, acquits and forever discharges each of the other parties and each of such other parties' respective -3- officers, partners, subsidiaries, affiliates, employees, representatives, agents, predecessors, successors and assigns, and each of them, from any and all claims, demands, actions, causes of actions, liabilities, obligations, costs, expenses, loss of service, debts, attorneys' fees, claims for sanctions, or damages of any kind or nature whatsoever, and in any and all forums and courts, whether known or unknown, suspected or unsuspected, arising from the beginning of time up to and including the date of the Rescission, arising out of, resulting from of or in any way related to the APA or the transactions undertaken or contemplated thereby, other than any obligations under this Agreement. (b) Waiver of Rights Under Civil Code Section 1542. With regard to the claims released hereby, the Releasing Parties expressly waive the benefits of any and all rights they may have under California Civil Code Section 1542, which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. (c) Knowledge of Civil Code Section 1542. The Releasing Parties acknowledge that they fully understand the statutory language of Civil Code Section 1542 and, having been so apprised by their attorneys and/or their independent review of this Civil Code section and any related sections and authorities referring to said section, nevertheless elect, and do assume, all risks and responsibilities for release of all claims as set forth above, and for all other claims heretofore and hereafter arising within the coverage of this release, whether known or unknown, suspected or unsuspected. (d) No Prior Assignment of Claims. The Releasing Parties represent and warrant that they have not sold, assigned, transferred, conveyed (except to the parties to this Agreement) or otherwise disposed of any claims, demands, actions or causes of action released herein. -4- 7. Lien Release Condition; Reinstatement. ESI and the ESI Shareholders have entered into this Agreement on the condition that, within 90 days following the Rescission (subject to extension at the sole discretion of ESI) (the "Lien Release Period"), all of the liens in favor of Hambrecht & Quist which currently encumber some or all of the assets to be transferred to ESI hereunder (collectively, the "H&Q Liens") will be removed and released at no cost to ESI. The parties acknowledge that SSC is currently considering the disposition of certain other assets it owns; that Hambrecht & Quist had indicated that, in connection with the closing of that transaction under the terms currently being considered, it will release all of the H&Q Liens; and that the expectation of that transaction and release of liens was a material consideration for the decision of ESI and the ESI Shareholders to enter into this Agreement. Accordingly, the parties expressly agree that, unless all of the H&Q Liens are removed and released at no cost to ESI within the Lien Release Period, ESI shall have the absolute right and option, by notice given to SSC at any time within 90 days following the expiration of the Lien Release Period, to rescind this Agreement, in which case (i) ESI shall transfer back to SSI (or to SSC if SSI has been dissolved), and SSI (or SSC) shall be obligated to accept, all of the assets (or replacements thereof) that ESI received pursuant to this Agreement, together with all related liabilities, and SSC shall grant to the ESI Shareholders options for SSC common stock having the exact same terms as the Shareholder Options terminated at the Rescission; (ii) all other actions taken hereunder upon the Rescission shall be rescinded and reversed; (iii) the release provider under Section 6 above (the "Release") shall be rescinded and deemed to have never come into existence; and (iv) all claims that any party hereunder may have had against any other party prior to the Rescission shall be reinstated and deemed to have not been released by the Release. 8. General Provisions. (a) Law Governing. This Agreement shall be construed in accordance with the laws of the State of Minnesota. This Agreement was produced by all parties hereto and shall not be construed against any of them. (b) Execution by Counterparts. This Agreement may be executed as a single document or in counterparts, each of which shall be deemed an original, equally admissible in evidence, and all of which together shall constitute one and the same agreement. (c) Entire Agreement; Modifications and Amendments. This Agreement represents the entire agreement between the parties hereto and supersedes any previous oral or written agreement between them. No modification or amendment of this Agreement shall be of any force or effect unless in writing and executed by all parties to this Agreement. (d) Consultation with Counsel. All parties hereto acknowledge that they have received independent legal advice from their attorneys with respect to the advisability of executing this Agreement. (e) Further Assurances. Each of the parties, at the request of any other party, will execute all such further instruments and take all such further action consistent with the provisions hereof as may be reasonably necessary to carry out the intent of this Agreement. -5- (f) Capacity; Authority. The parties represent and warrant that they each have full legal capacity to execute, deliver and perform this Agreement. The parties represent and warrant that: (i) no consent or approval of any other person is required in connection with their execution, delivery and performance of this Agreement except to the extent that such consent or approval already has been obtained; (ii) they have duly executed this Agreement; and (iii) this Agreement constitutes a valid and binding obligation of each of them, enforceable against each of them in accordance with its terms. Each of the people executing and delivering this Agreement on behalf of an entity represents and warrants to the other that he or she is authorized to do so. (g) Arbitration. This Agreement is intended to set forth the important terms between the parties but is unlikely to cover all circumstances. In this regard, if the parties are unable to resolve any disagreement between them, or problems that arise in the future, which may or may not be covered by this Agreement, an arbitrator shall be selected by agreement, and if the parties are unable to agree on an arbitrator, then one shall be selected from the American Arbitration Association in accordance with their normal procedures. The arbitrator's procedural and substantive decision shall be binding upon all parties. The arbitrator so selected shall decide the issues to be determined, based upon the following: (i) That both parties be treated fairly and equitably; (ii) The intent of this Agreement or any subsequent amendments; and (iii) Practical considerations. Any decision of the arbitrator shall be binding in any court of law so that the terms of the decision can be enforced. -6- IN WITNESS WHEREOF, the parties have entered into this Rescission and Settlement Agreement as of the date first set forth above. Singlepoint Systems Corporation, Global Maintech, Inc., a Minnesota corporation a Minnesota corporation By: /s/ John E. Haugo By: /s/ John E. Haugo --------------------------------- --------------------------------- Name: John E. Haugo Name: John E. Haugo Title: Director Title: Director Singlepoint Systems, Inc., Enterprise Solutions, Inc. a Minnesota corporation an Ohio corporation By: /s/ John E. Haugo By: /s/ Trent Wong --------------------------------- --------------------------------- Name: John E. Haugo Name: Trent Wong Title: Director Title: President By: /s/ Desi Dos Santos --------------------------------- Name: Desi Dos Santos Title: Vice President /s/ Stewart Trent Wong /s/ Desi Dos Santos ------------------------------------- ------------------------------------- Stewart Trent Wong Desi Dos Santos -7- As of 11/16/00 _______________ Absolutely Write Marketing Communications $ 13,275.00 $ Acordla 616.25 ADP Investor Communication Services 15,439.51 Aethlon Capital, LLC 387.50 Airborne Express 642.30 Alltel Ohio, INC 59.11 Americable 979.07 American Electric Power 260.17 260.17 ? American Express 257.16 257.16 American Express New 68,938.00 68,938.00 Adjusted American Info-Center 291.50 Ameritech--Eden Prairie 202.73 Ameritech--MICH (2.02) Anderson Consulting, Inc. 111,402.65 111,402.65 Adjusted APEX 3,935.85 Applied Communications of Minnesota 1,016,74 Ascend Communications 50,681.34 Asset Sentinel Inc. 20,897.50 AT&T 4,733.23 AT&T--Dabew 651.61 AT&T--Digital 2,623.89 AT&T--Eden Prarie (Atlanta) 3,577.61 AT&T--Eden Prarie (Aurora) (6.93) AT&T--Eden Prarie (Louisville) 8,257.56 AT&T--Eden Prarie (Omaha) 1,145.78 AT&T--Newark 1,341.45 AT&T--Uniplan 5,403.54 AT&T Interstate 1,064.14 AT&T Services (4,393.73) AT&T Teleconference Service (Eden Prarie) 5,410.80 AT&T Tom Miller 135.77 AT&T UniPlan 2,136.80 AT&T Web 390.20 AT&T Wireless Services 99.72 AT&T Worldnet 32168 8,120.11 AT&T Worldnet 85117 3,192.73 Bardel, Gale Expenses 110.09 110.09 Bay Tact Corporation 573.70 Bell South Pro Center 991.53 Black Mountain 257.60 257.60 Blue Cross & Blue Shield of Illinois--DN 1,543.56 Blue Cross & Blue Shield of Minnesota 28,052.00 Blue Cross Blue Shield of Florida--VT (378.00) bright.net 43.90 BRS, Ltd. (583.33) Brunettl, Gregory Expense 474.08 BT Office Products 4,514.31 Business Wire 3,350.00 Cable & Wireless USA, Inc. 2,026.28 California Board of Equalization (165.00) (165.00) California Tshirt 49.73 49.73 CC Graphics 1,426.67 1,426.67 Centura Software 622.00
-8- Chasin, Larry 1,650.00 Ching, Clayton--Expense 6,353.45 6,353.45 CoffeeCup Software 9.86 9.86 Columbia Gas 21.55 Columbus & Central Ohio Systems, Inc. (46.06) Compaq DEC 33,168.78 Computerworld 24,128.95 24,128.95 Compuware Corporation 14,850.00 Coudert Brothers 17,273.26 17,273.26 Country Inns & Suites 263.07 Cross Consulting Group 15,543.72 Crystal Springs Water Co. 57.65 57.65 ? Cuneo & Associates 11,282.85 CUSIP 105.00 Cybex (1,344.80) Cygcom 4,120.72 4,120.72 Dabew, Inc. 300,000.00 Dally Printing (787.41) DCMS Inc./AFCOM 1,600.00 Dell Marketing L.P. 853.02 Deluxe 215.56 Digi-Key Corp. 149.61 Digi International, Inc. (200.00) Dillion Advertising 23,537.33 Dombrowski, Leo 1,800.00 Dorsey & Whitney LLP 423,258.52 Dos Santos, Desi Expenses 6,252.59 6,252.59 DSL Networks 948.27 948.27 DSL Networks (New Haven) 199.62 199.62 DSL Solutions Inc. 1,031.37 1,031.37 ? El Microcircuits, Inc. (9,316.51) Euler Solutions 26,708.21 Federal Express 213.84 213.84 First Place, Inc. 2,108.51 2,108.51 Flanagan, Christopher Expenses 1,151.32 1,151.32 Flynn, Leslie Expense 2,820.65 Fore Systems 34,445.05 Fortis Benefits 1,022.23 Four Seasons 448.00 448.00 Four Star Systems 1,687.75 Frey & Palma 555.00 555.00 Frontier Communications 10,406.25 Fry's Electronics 705.23 705.23 Gartner Group 81,975.00 Gateway Systems 7,756.47 7,756.47 Glenborough Fund IX LLC 34,873.82 Global Solutions Network 15,000.00 15,000.00 Grade-A Mailing Service, LLC 350.57 Gruenwald, Janice V. 3,200.00 3,200.00 Hall, Estill, Hardwick, Gable, Golden 1,085.30 Hambrect & Quist 481.75 Hayden & Associates 54,133.31 Hewlett-Packard 10,800.00 10,800.00 Highline Capital Corp. 135,000.00 Hitachi Data Systems 7,350.00 Homestead Village 188.52
-9- IBM (Eden Prarie) 2,794.72 Ideas for You 1,455.02 1,455.02 IDS/American Express Financial Advisors 10,369.74 IKON Capital (182.64) Ikon Office Solutions--SF 2,232.66 2,232.66 InfoMart 395.00 Internal Revenue Services 108,462.00 108,462.00 Intertech 15,745.90 InterVision Systems Tech., Inc. 450.32 450.32 IOS Capital (Ikon)--Dallas 9,295.75 Iron Mountain/Safesite--Dept #384 110.00 110.00 IT&T 968.06 Jacobs, Steven 7,105.76 7,105.76 Jennings, Strouss & Salmon 309.52 Jesanda 845.43 845.43 Kershaw & Company 945.00 Key3Media Events Networld 2001 3,047.50 Kinko's 9,989.76 KLIV--AM Radio 625.00 625.00 KPMG 181,500.00 Kramer, Rich--Exp Rpt 1,750.18 Krass Monroe, P.A. 37,608.75 Laguna Groupware Inc 16,200.00 Langill, Kenneth 958.00 958.00 Langill, Kenneth Exp Rpt (886.00) (886.00) Lanstar 2,737.15 Last Minute Air 3,731.03 LD Enterprises 1,200.00 Legacy Transportation Services 1,225.60 Liberati, Dario Expenses 1,710.87 1,710.87 Liljesater, Per Expense 161.28 161.28 Linotext 1,704.97 1,704.97 Liviakia Financial Communications, Inc. 15,000.00 May, Dale Expense 2,127.94 MCI 1,484.28 1,484.28 McMaster-Carr Supply Co. 198.11 Medical Mutual of Ohio 940.28 940.28 Merchant & Gould 38,465.76 Meta Group 32,000.00 Micro 1 Research Group 1,200.00 Micro Edge 4,189.00 Midwest Delivery Service 27.04 Miller & Schroeder Financial, Inc. (4,099.52) Miller, Tom Expense 1,722.61 Milligan, Craig Expense 873.11 Minnegasco 77.64 monstar.com 825.00 825.00 Moore, Alan Expenses 2,475.95 2,475.95 MSDN Subscriptions 2,145.67 2,145.67 Murray, Diane 223.06 223.06 Network Solutions, Inc. 35.00 Neuger Henry Bartkowski 3,170.07 Nevada Employment Security Division 43.46 Nextpress 16,059.98 16,059.98 Nicholas Hicks, Inc. 300.00 300.00 Norm Van Haaften 2,455.97
-10- Northern States Power Company 1,938.51 Object Space 495.00 Objectivity 22,755.49 Occidental Technologies 34,695.73 Office Depot 5,012.37 5,012.37 Office Max 1,468.26 1,468.26 OfficeMax 1,273.01 1,273.01 Pabst, Anja Expense 340.13 340.13 Pacific Bell (Eden Prarie) (801.50) Pacific Gateway Properties 15,312.08 15,312.08 Pacific Investment Services 11.50 Panarese, Richard Expenses 77.40 77.40 Paulson, Richard Expense 4,686.26 4,686.26 PBCC 305.08 PC Connection 3,188.94 Peterson, David Expense 581.31 581.31 Pick Of The Letter Graphics 30.00 Pitney Bowes 295.63 295.63 Pitney Bowes Credit Corporation 269.82 Postal Privilege 262.72 Potant Technology 6,162.00 PR Newswire, Inc. 11,810.00 Price Waterhouse Cooper 28,698.43 Pulmano, Sherard--Expense 672.03 Radford, Roger Expense 505.22 Rahrig, Brian Expense 3.20 3.20 Ray, Andy--Expenses 913.39 913.39 Reliable Office Supplies 409.74 Reliant Energy 60.12 Roanoke Trade 400.00 Roger Radford 10,660.34 Rogue Wave Software, Inc. 1,236.00 Roos, Stacey Expense 1,572.01 RR Donnelley Receivables, Inc. 32,451.92 Singlepoint Systems Inc. 7,724.00 7,724.00 SkyTel (119.44) Smart Modular Technology 115,743.00 Smart, Charles--Expenses 8,329.96 Softmart 1,726.69 Southwestern Bell 1,080.55 Southwestern Bell--Eden Prarie 980.50 Spieker Properties 7,867.74 Standard & Poor's 2,975.00 Staples 179.64 179.64 Stephens, James Expense 703.43 Sue C. Barber (120.00) Sunbelt Software 7,815.50 7,815.50 Tech Data Corporation 33.00 Tech Target.com 12,221.00 Techware 716.97 Tharco 119.71 The Depository Trust Co. 3,285.00 The Muller Company 220.00 Think & Dream 14,682.17 14,682.17 Top Priority Computer 350.00 Trademark Research Corp. 2,450.00
-11- Travel One 20,370.50 Treutel, Vic Expense 9,312.57 9,312.57 Tuff's Office Supplies, Inc. 378.88 Universal Pensions, Inc. 1,102.76 UPS 1,502.73 1,502.73 UPS--Eden Prarie (101.87) US Software 1,500.00 Veritae Software Corporate 122.20 Verizon Wireless Messaging Services 236.26 VMI, Inc. 378.88 VoiceNet 12.02 12.02 Waste Management 135.55 WaveFront Communications, Inc. 2,100.00 Wells Fargo Shareowner Services 1,064.13 West Coast Internet 1,390.70 Williams Communication LLC 15,037.46 Wincorp 26,649.72 Wong, Trent Expenses 41,826.30 41,826.30 Woodley, Mike Expense 55.78 55.78 Wright, Dana Expenses 205.05 205.05 ------------- ------------ TOTAL 2,734,203.43 547,519.51 ============= ============
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Salary Bonus Vacation Terminated Employees Owed Commission Expenses Accrual ---------------------------- ------------ ------------- ------------ ------------ GMI Employees $ $ $ $ $ May, Dale (11/15/00) 11/1/00--11/15/00 2,916.87 Vacation as of 11/15/00 2,805.74 TOTAL 2,918.87 -- -- 2,805.74 5,722.41 Tom Miller (11/24/00) 11/21/00--11/24/00 1,076.80 11/16/00--11/20/00 807.60 Vacation as of 11/21/00 3,182.78 Vacation 11/21/00-- 11/24/00 48.12 Expenses 10/30/00-- 11/11/00 646.69 Expenses 11/13/00-- 11/24/00 655.62 TOTAL 1,884.40 -- 1,302.31 3,230.90 6,417.81 Milligan, Craig (11/15/00) Two week severence notice 11/1/00--11/15/00 2,291.67 11/16/00--11/30/00 2,115.20 Vacation as of 11/15/00 1,417.21 2,554.69 TOTAL 4,408.87 -- 2,554.59 6,981.46 Sundin, Bill (11/15/00) Salary 2,422.80 BackPay 01/99 2,500.00 Commissions 30,778.31 Vacation 11,441.00 Expenses 46,284.60 TOTAL 4,922.80 30,778.31 46,294.60 11,441.00 93,436.71 Total GMI Employees 112,538.19 SSI Employees Ching, Clayton (12/04/00) 12/1/00--12/4/00 Vacation as of 12/04/00* Expenses TOTAL Flannagan, Chris (11/20/00) 11/16/00--11/20/00 Vacation as of 11/20/00* Expenses TOTAL Kramer, Rich (11/17/00) 11/16/00--11/17/00 Vacation as of 11/17/00 Expenses Nov. 2000 TOTAL
-13- Moore, Alan* 11/15/00 moved to commission only 11/1/00--11/15/00 3,541.67 Vacation as of 11/16/00 2,177.02 Commissions Due 11,206.85 Expenses 1,066.87 TOTAL 3,541.67 11,206.85 1,066.87 2,177.02 17,992.21 Panarese, Rich (11/24/00) Vacation accrual is an approx. 11/18/00--11/24/00 Vacation as of 11/24/00 Expenses TOTAL -- -- -- -- -- Peterson, David (11/24/00) Vacation accrual is an approx. 11/16/00--11/24/00 2,019.22 Vacation as of 11/24/00 3,000.00 Expenses TOTAL 2,019.22 -- -- 3,000.00 5,019.22 Sharard Pulmano (12/1/00) 11/16/00--12/01/00 2,867.31 Vacation as of 12/1/00* 1,000.00 Expenses 497.79 TOTAL 2,867.31 -- 497.79 1,000.00 4,365.10 Ray, Andy (11/24/00) Vacation accrual is an approx. 11/18/00--11/24/00 942.48 Vacation as of 11/24/00 662.49 Expenses Nov. 2000 328.55 TOTAL 942.48 -- 328.55 662.49 1,933.52 Treutel, Vic (10/31/00) 16,348.95 TOTAL -- -- -- 16,348.95 16,348.95 Wright, Dana (11/24/00) Prepaid ? Total SSI Employees 49,867.78 Grand Total 162,405.95
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