EXHIBIT A
1. $700,000 owed to Company by Executive for the purchase by Executive of
1,000,000 shares of the Company's common stock pursuant to an option
exercise on July 31, 2000.
2. $117,066 owed to Company by Executive for amounts loaned and/or
advanced to Executive in excess of amounts accrued and owing to
Executive by Company.
3. $505,000 owed by Executive to GSCI for loans made by GSCI to Executive,
evidenced by the following three promissory notes, all of which bear
interest at 8% per annum, simple, payable in arrears at maturity; 18%
per annum, simple , on unpaid balance of interest and principal upon
default until paid in full, which are being transferred and assigned by
GSCI to Perch simultaneously upon execution of this Agreement:
(i) Note dated June 29, 2000 in the face amount of 200,000,
secured by 390,909 shares of Company common stock, maturity
date 120 days after the Note date.
(ii) Note dated July 10, 2000 in the face amount of $230,000,
secured by 390,909 shares of Company common stock, maturity
date 120 days after the Note date.
(iii) Note dated July 21, 2000 in the face amount of $75,000,
secured by 390,909 shares of Company common stock, maturity
date 120 days after the Note date.
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EXHIBIT B
PART I - SECURITIES OWNED BY EXECUTIVE
1. RESTRICTED OPTIONS/WARRANTS TO PURCHASE SHARES OF COMPANY
COMMON STOCK:
# options Terms
--------- -----
(i) 553,788 granted 11/12/99; $.40 exercise price, fully vested, expire 11/12/04.
(ii) 950,000 granted 12/15/99; $.40 exercise price, fully vested, expire 11/12/04.
2. OPTIONS TO PURCHASE SHARES OF COMMON STOCK:
# options Terms
--------- -----
(i) 4,000,000 granted 07/31/00; $1.20 exercise price; expire 07/31/05. 2,000,000 vested
immediately, 1,600,000 vested on closing of GeneralSearch.com, Inc.,
200,000 to vest on closing of The Affinity Group, Inc., and 200,000 to vest
on closing of Reliant Interactive Media Corp-AsSeenOnTVpc.com, Inc.
(ii) 300,000 granted 07/31/00; $1.20 exercise price; expire 07/31/05. Vest quarterly
over three years.
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3. COMMON STOCK:
Number Date
Of Shares Acquired
--------- --------
Restricted:
200,000.............................................11/22/99
225,000.............................................11/22/99
225,000.............................................11/22/99
390,909.............................................05/09/00
33,334.............................................11/22/99
66,667.............................................11/22/99
500,000.............................................05/09/00
59,091.............................................05/09/00
40,163............................................(10,000 of these shares were acquired on 10/21/97;
26,375 of these shares were acquired on 12/04/98; and
3,788 were acquired on 11/22/99)
"Free-trading":
1,000,000............................................07/31/00 (Registered on Form S-8)
----------
Total:
1,740,164
==========
PART II - SECURITIES FORFEITED BY EXECUTIVE
1. SECURITIES FORFEITED BY EXECUTIVE
(i) 500,000 of the options described above in Part I, 2(i), including the
400,000 options not yet vested.
(ii) The 300,00 options described above in Part I, 2(ii).
* Note: all figures reflect the 10:1 reverse split that occurred on June 23,
2000.
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EXHIBIT C
CONSULTING AGREEMENT ATTACHED
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EXHIBIT D
INDEMNIFICATION
I. Article VIII of the Bylaws of Company, as restated on April 22, 1999,
provides indemnification as follows:
8.1 AUTHORITY FOR INDEMNIFICATION: Any person who was or is a
party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, and whether
formal or informal, by reason of the fact that he is or was a
director, officer, employee, fiduciary, or agent of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, partner, trustee,
employee, or agent of any foreign or domestic corporation or
of any partnership, joint venture, trust, other enterprise or
employee benefit plan ("Any Proper Person"), shall be
indemnified by the Corporation against expenses (including
attorneys fees), judgments, penalties, fines, (including an
excise tax assessed with respect to an employee benefit plan)
and amounts paid in settlement reasonably incurred by him in
connection with such action, suit or proceeding if it is
determined by the groups set forth in Section 8.4 of this
Article that he conducted himself in good faith and that he:
(1) reasonably believed, in the case of conduct in his
official capacity with the Corporation, that his conduct was
in the Corporation's best interest; or (2) in all other cases
(except criminal cases) believed that his conduct was at least
not opposed to the Corporation's best interest; or (3) with
respect to criminal proceedings had no reasonable cause to
believe his conduct was unlawful. A person will be deemed to
be acting in his official capacity while acting as a director,
officer, employee or agent of this Corporation and when he is
acting on this Corporation's behalf for some other entity. No
indemnification shall be made under this section to a director
with respect to any claim, issue or matter in connection with
a proceeding by or in the right of a corporation in which the
director was adjudged liable on the basis that a personal
benefit was improperly received by him. Further,
indemnification under this Section in connection with a
proceeding brought by or in the right of the Corporation shall
be limited to reasonable expenses, including attorneys' fees,
incurred in connection with the proceeding. These limitations
shall apply to directors only and not to officers, employees,
fiduciaries or agents of the Corporation.
8.2 RIGHT OF INDEMNIFICATION: The Corporation shall indemnify any
Proper Person who has been wholly successful on the merits or
otherwise, in defense of any action, suit or proceeding
referred to in Section 8.1 of this Article against expenses
(including attorneys' fees) reasonably incurred by him in
connection with the proceeding without the necessity of any
action by the Corporation other than the determination in good
faith that the defense has been wholly successful.
8.3 EFFECT OF TERMINATION OF ACTION: The termination of any
action, suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo
Exhibit D
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contendere or its equivalent shall not of itself create a
presumption that the person seeking indemnification did not
meet the standards of conduct described in Section 1 of this
Article. Entry of a judgment by consent as part of a
settlement shall not be deemed an adjudication of liability.
8.4 GROUPS AUTHORIZED TO MAKE INDEMNIFICATION DETERMINATION: In
all cases except where there is a right to indemnification set
forth in Section 8.2 of this article or where indemnification
is ordered by a court, any indemnification shall be made by
the Corporation only as authorized in the specific case upon a
determination by a proper group that the indemnification of
the Proper Person is permissible under the circumstances
because he has met the applicable standards of conduct set
forth in Section 1 of this Article. This determination shall
be made by the Board of Directors by a majority vote of a
quorum, which quorum shall consist of directors not parties to
the proceeding ("Quorum"). If a Quorum cannot be obtained, the
determination shall be made by a majority vote of a committee
of the board designated by the Board of Directors, which
committee shall consist of two or more directors not parties
to the proceeding except that directors who are parties to the
proceeding may participate in the designation of directors for
the committee. If a Quorum of the Board of Directors cannot be
obtained or the committee cannot be established, or even if a
Quorum can be obtained or the committee can be established,
but such Quorum or committee so directs, the determination
shall be made by independent legal counsel selected by a vote
of the a quorum of the Board of Directors or a committee in
the manner specified in this Section, or, if a Quorum of the
full Board of Directors cannot be obtained and a committee
cannot be established, by independent legal counsel selected
by a majority vote of the full Board of Directors (including
directors who are parties to the action) or by a vote of the
shareholders.
8.5 COURT ORDERED INDEMNIFICATION: Any Proper Person may apply for
indemnification to the court conducting the proceeding or to
another court of competent jurisdiction for mandatory
indemnification, under Section 8.2 of this Article, including
indemnification for reasonable expenses incurred to obtain
court-ordered indemnification. If the court determines that
the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances,
whether or not he met the standards of conduct set forth in
Section 1 of this Article or was adjudged liable in the
proceeding, the court may order such indemnification as the
court deems proper except that if the individual has been
adjudged liable, indemnification shall be limited to
reasonable expenses incurred. |
