Monday January 11, 12:23 pm Eastern Time
Company Press Release
Cashco Management Rescinds Merced Agreement
NEWMARKET, Canada--(BUSINESS WIRE)--Jan. 11, 1999--On December 31, 1998, the Company and its wholly owned subsidiary, Eleventh Hour Software Production, Inc. (''EHI'') agreed to terminate the Exclusive License Agreement with Merced, Inc. (''Merced'') and its affiliates due to irreconcilable differences and conflicts between the principals of all concerned Parties and as a settlement of certain potential claims between the Parties.
The Exclusive License Agreement was acquired by the EHI on May 16, 1998 in a stock for asset transfer with Merced. The Exclusive License Agreement gave EHI the exclusive right to sale, market and distribute Eleventh Hour Analyzer software which was developed by the founders of Merced. Under the terms of the Purchase Agreement and Plan of Reorganization (the ''Agreement''), Merced received 1,500,000 shares of EHI's Convertible Voting Preferred Stock, convertible into Common Stock of Cashco on a stock for stock basis, or into EHI Common Stock, under certain circumstances, as sole consideration for the acquisition of the exclusive license. In addition, EHI agreed to assume a $250,000 Promissory Note payable to the founders of Merced. Payment of the $250,000 Promissory Note was guaranteed by the Company. The Company and EHI executed an Assignment and Assumption Agreement (the ''Assignment'') in connection therewith. Payments totaling $24,114.99 were made by the Company and EHI pursuant to the Agreement and the Promissory Note.
In connection the termination, the Company entered into a Rescission Agreement with Merced, Inc. and its affiliates. Under the terms of the Rescission Agreement, the Agreement and the Assignment are rescinded and voided ab initio and the 1,500,000 shares of EHI's Convertible Voting Preferred Stock will be returned to EHI. As consideration for the Rescission Agreement, Merced and its affiliates will retain the $24,114.99 paid by Cashco and EHI under the Agreement and the Promissory Note and all rights title and interest to the software will revert to Merced and its affiliates.
Cashco is currently marketing its proprietary software, Discover Y2K online at www.ey2konline.com.
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