EXHIBIT 10.1 SECTOR COMMUNICATIONS, INC.
LONG-TERM DEBT RETIREMENT AND FUNDING AGREEMENT
THIS AGREEMENT (the "Agreement") is made as of this 28th day of February,
1997, among Sector Communications, Inc., a Nevada corporation , formerly known
as Aurtex, Inc. (the "Company"), Peacetime Communications, Ltd., a British
Virgin Islands corporation ("Peacetime"), Emerald Capital, Inc., a British
Virgin Islands corporation ("Emerald") and Wallington Investment, Ltd. a British
Virgin Island corporation ("Wallington").
WHEREAS, Global Communications Group, Inc. aka Global Communications, Ltd.
a British Virgin Islands corporation ("Global BVI"), and Global Communications
Group, Inc., a Texas corporation ("Global Texas") on one side and Peacetime
entered into a Financing Agreement dated January 31, 1994 and a Line of Credit
Promissory Note Secured by a Pledge Agreement on February 1, 1994 and Amended on
August 15, 1994 collectively the "Global Financing Debt");
WHEREAS, the Company entered into a Stock Purchase and Exchange Agreement
with the Shareholders of Global Communications Group, Inc. on April 19, 1996
whereby the Company agreed to enter into an agreement to pay the outstanding
principal and accrued interest of the Global Financing Debt owed by Global Texas
to Peacetime;
WHEREAS, a Debt Repayment Agreement among the Company, Global Texas and
Peacetime was entered into on June 14, 1996 (the "Debt Repayment Agreement")
whereby the Company agreed to assume and pay in full the Global Financing Debt
within three years from the closing date of the Stock Purchase and Exchange
Agreement;
WHEREAS, the Company, through its wholly owned subsidiary, Sector
Communications AG, a Swiss Corporation, entered into a Definitive Agreement
dated August 12, 1996 among HIS Technologies AG ("Histech"), a Swiss
Corporation, and certain of HIS shareholders (the "Selling Shareholders")
whereby Sector acquired a 25.55% equity interest in Histech from Histech and an
additional 54.45% equity interest from Histech from the Selling Shareholders;
WHEREAS, the Company entered into a Definitive Investment and Option to
Merge Agreement with DBE Software, Inc., a Delaware corporation, ("DBE") in May
1996, which was amended by the subsequent Letter of January 16, 1997 whereby the
Company received 145,745 shares representing a 14.594% equity stake in DBE;
WHEREAS, on January 21, 1997 the Company signed a Promissory Note payable
to Emerald Capital, Inc. in the amount of $350,000;
WHEREAS, on January 21, 1997 the Company signed a Promissory Note payable
to Wallington Investment, Ltd. in the amount of $350,000;
WHEREAS, the Company desires to retire its debt obligations to Peacetime,
Emerald and Wallington and obtain additional financing in the amount of
$1,000,000 through the sale of 25% of the Company's equity holdings in HIS, all
of the Company's interests in DBE, and 1,000,000 shares of the Company's common
stock;
NOW THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
I. PURCHASE OF SECURITIES
Subject to the terms and conditions hereinafter set forth, the Parties
hereby agree as follows:
1.1 Peacetime agrees:
(i) to purchase 24,170 shares of common stock of HIS Technologies
AG, a Swiss Corporation, ("Histech") which represents 18% of the
total outstanding shares of Histech;
(ii) to immediately make available one million dollars
($1,000,000)(the "Additional Funding") to the Company to draw
upon on an as needed basis for a period of six months in return
for the assignment to Peacetime of the Company's entire claim to
145,745 shares, representing 14.594% of the outstanding common
stock, of DBE Software, a Delaware corporation, ("DBE") pursuant
to the escrow agreement executed simultaneously herewith and
incorporated herein. The value of the Company's entire claim to
the DBE shares is $1,100,000.
1.2 Emerald agrees to purchase 500,000 shares of Sector Communications,
Inc. common stock and 1,193 shares of HIS common stock, which represents 1% of
the total number of outstanding shares of HIS.
1.3 Wallington agrees to purchase 500,000 shares of Sector
Communications, Inc. common stock and 1,193 shares of HIS common stock, which
represents 1% of the total number of outstanding shares of HIS.
10kwizard.com |
