Erekesef Securities Ltd – ‘SC 13D/A’ on 10/20/98 re: Brite-Strike Tactical Illumination Products Inc – EX-10

As of:  Tuesday, 10/20/98   ·   Accession #:  1011438-98-358   ·   File #:  5-46855

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           5     17K 
                          Ownership                                              
 2: EX-10       Resolution Agreement                                   8     32K 

EX-10   —   Resolution Agreement

EX-10
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EXHIBIT 10                                                                      
RESOLUTION AGREEMENT

         THIS  RESOLUTION  AGREEMENT  is entered  into by and among the  parties
hereto as of October 8, 1998.                                                   

RECITALS

         A. WHEREAS,  as of August 1, 1997,  Joseph and Susan Angard  ("Angard")
and Global One  Distribution &  Merchandising  Inc.  ("Global One") entered into
various  written and oral agreements  (the "Angard  Agreements")  whereby Angard
agreed to sell certain  shares of Global One's  common stock  ("Stock")  held by
Angard,  cause certain shares of Stock held by Angard to be retired, and to lend
the proceeds  from the sale of Stock held by Angard to Global One,  such loan to
be secured by a perfected  security interest in certain assets of Global One and
its subsidiaries as collateral for such loan (the "Angard  Security  Interest");
and                                                                             

         B. WHEREAS, the Angard Agreements have since been modified such that as
of the date hereof,  Angard and Global One agree that Angard (i) owns  2,077,092
shares of Stock (the "Angard Stock");  (ii) owns $250,000.00 aggregate amount of
Global  One's   Convertible   Subordinated   Secured   Debentures  (the  "Angard
Debenture");  and is owed  $337,000.00 by Global One (the "Angard Debt"),  which
amount is secured by the Angard Security Interest; and                          

         C.  WHEREAS,   Angard,   Global  One  and  Miller  Johnson  and  Kuehn,
Incorporated or its designees ("MJK") desire the following: (i) Global One shall
pay Angard the sum of  $124,036.00 as full  satisfaction  of the Angard Debt and
the obligation  evidenced by the Angard  Debenture;  (ii) MJK shall purchase the
Angard Stock for  $25,964.00;  (iii) Angard  shall  release the Angard  Security
Interest;  and (iv) all parties shall  release each other and their  affiliates;
and                                                                             

         D. WHEREAS,  Erekesef Securities Limited  ("Erekesef") was issued Eight
Million  (8,000,000)  shares of Stock (the "Erekesef Stock") pursuant to a Share
Exchange Agreement, dated October 24, 1997, between Erekesef and Global One (the
"Erekesef Agreement"); and                                                      

         E.  WHEREAS,  Erekesef  is the  holder  of two  promissory  notes  (the
"Erekesef  Promissory  Notes")  evidencing  a debt from  Global  One in favor of
Erekesef  (the  "Erekesef  Debt")  having  an  aggregate   principal  amount  of
$264,000.00,  each such  promissory  note being secured by a perfected  security
interest in Global One's, and its subsidiaries,  assets (the "Erekesef  Security
Interests"); and                                                                

         F.  WHEREAS,  Erekesef,  Global One and MJK desire the  following:  (i)
Global One shall pay Erekesef the sum of $264,000.00 as full satisfaction of the
Erekesef Debt; (ii) MJK shall purchase the Erekesef Stock for  $100,000.00;(iii)
Erekesef  shall release the Erekesef  Security  Interests;  and (iv) all parties
shall release each other and their affiliates; and                              

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         G. WHEREAS,  Alan Saloner ("Saloner") is the principle of Senoral, Inc.
("Senoral")  and Safcor,  Inc.  ("Safcor,"  and  collectively  with  Saloner and
Senoral, the "Senoral Parties"), and over the years, the Senoral Parties, on the
one hand, and Global One and its  subsidiaries,  on the other hand, have engaged
in various  financing  and other  transactions  (however,  Saloner was never the
lending  party  in his  individual  capacity),  including,  without  limitation,
various secured financings  involving perfected security interests (the "Senoral
Security  Interests"),  purchase order  financings,  loans,  re-financings,  and
foreclosures  resulting  in a debt  being owed from  Global  One to the  Senoral
Parties (the "Senoral Debt"); and                                               

         H.      WHEREAS, Safcor is the owner of $400,000.00 aggregate amount of
Global One's Convertible Subordinated Secured Debentures (the "Safcor           
Debenture");                                                                    

 I.       WHEREAS, the Senoral Parties and Global One desire the
following:                                                                      

(i) Global One shall pay the  Senoral  Parties  the sum of  $209,239.89  as full
satisfaction  of the Senoral  Debt and the  obligation  evidenced  by the Safcor
Debenture;   (ii)  the  Senoral  Parties  shall  release  the  Senoral  Security
Interests;  and (iii) all parties shall release each other and their affiliates;
and                                                                             

  J.       WHEREAS, Angard and the Senoral Parties entered into an
Intercreditor Agreement which the parties wish to terminate and release all     
obligations and commitments arising thereunder; and                             

         K.       WHEREAS, BEx Corp. and Kelly Russell Studios, Inc. are parties
hereto solely for purposes of the releases granted pursuant to Section 6        
hereof.                                                                         

         NOW, THEREFORE, IN CONSIDERATION of the foregoing,  the following,  and
other good and valuable  consideration,  the sufficiency and receipt of which is
hereby acknowledged,  Angard,  Erekesef, the Senoral Parties, MJK and Global One
agree as follows:                                                               

 AGREEMENT

1.       CLOSING  DATE.  The  closing of the  transactions  contemplated  herein
--------------                                                
         ("Closing")  shall occur on October 8, 1998 (the "Closing Date") at the
         offices of Samaha Grogin, LLP, 911 E. Colorado Boulevard,  Third Floor,
         Pasadena,  California  91106 at 10:00 a.m. or as soon  thereafter as is
       reasonably practicable, or as otherwise agreed by the parties hereto.

2.       ANGARD MATTERS. (a) On the Closing Date, Angard shall deliver (i)  a   
--------------                                                
       certificate or certificates evidencing the Angard Stock together with
  an endorsed assignment thereof in the form of Exhibit 1 attached
   hereto, executed in blank or as otherwise directed by MJK; (ii) a
     letter acknowledging receipt of $150,000.00 from Global One and MJK
      in the form of Exhibit 2 attached hereto; (iii) the Angard Debenture
     together with an endorsed assignment thereof in the form of Exhibit
  3 attached hereto, executed in blank or as otherwise directed by

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         Global One; and (iv) a  Termination  Statement on Form UCC-2  releasing
        the Angard Security Interest in the form of Exhibit 4 attached hereto.

         (b)  On  the  Closing  date,  Global  One  or  MJK  shall  deliver,  in
         immediately  available  funds,  the sum of  $150,000.00  to Angard (the
         "Angard Payment").  Such amount shall be delivered via wire transfer to
the following address:                                        

         Banking Routing Number:                     122000248
        Account Name:                               ICD, INC
          Account Number:                             0221780570

         (c) Global One shall (i) continue to indemnify and defend Joseph Angard
         for matters  relating to his  employment  as an officer and director of
         Global  One and its  subsidiaries  (except  that  Global  One shall not
         indemnify  Angard for any claim relating to any  transaction  involving
         Richmond Brye in any manner whatsoever);  (ii) provide health insurance
         benefits for 45 days  following the Closing Date;  and (iii) settle the
         American Express charge card balance so long as Angard pays their share
         of the settlement. In connection with subclause (iii) above, Global One
         shall  retain  $7,500.00  from  the  Angard  Payment;  during  the week
         following  the Closing,  Angard shall be permitted to review the amount
         owing by Angard to American Express (presently calculated to be $14,631
         by Global  One) and if Global One  agrees,  then such  amount  shall be
         adjusted;  following  settlement  of the American  Express  charge card
         balance,  Global One shall refund any amount  determined to be owing to
      Angard or Angard shall pay to Global One any amount due from Angard.

         (d)  Angard  shall  return to Global One his  leased  automobile  on or
before October 31, 1998.                                      

3.       EREKESEF MATTERS. (a) On the Closing Date, Erekesef shall deliver (i)  
----------------                                              
      a certificate or certificates evidencing the Erekesef Stock together
       with an endorsed assignment thereof in the form of Exhibit 5 attached
    hereto, executed in blank or as otherwise directed by MJK; (ii)  a
     letter acknowledging receipt of $364,000.00 from Global One and MJK
   in the form of Exhibit 6 attached hereto; and (iii) a Termination
      Statement on Form UCC-2 releasing the Erekesef Security Interests in
the form of Exhibit 7 attached hereto.                        

         (b)  On  the  Closing  date,  Global  One  or  MJK  shall  deliver,  in
         immediately  available funds, the sum of $364,000.00 to Erekesef.  Such
       amount shall be delivered via wire transfer to the following address:

Banking Routing Number:     122201444       
                  Account Name:               Kinsella, Boesch, Fujikawa & Towle
Client Trust Account:       14-072-055      

4.       SENORAL PARTY MATTERS. (a) On the Closing Date, the Senoral Parties    
----------------------                                        
       shall deliver (i)  a letter acknowledging receipt of $209,239.89 from

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         Global One and MJK in the form of Exhibit 8 attached  hereto;  (ii) the
         Safcor Debenture  together with an endorsed  assignment  thereof in the
         form of Exhibit 9 attached  hereto,  executed in blank or as  otherwise
         directed  by Global One;  (iii)  Termination  Statements  on Form UCC-2
         releasing  the  Senoral  Security  Interests  in the form of Exhibit 10
         attached hereto; and (iv) take all steps necessary to release any other
         collateral (which collateral is owned by Global One) held by any of the
         Senoral Parties pursuant to the Senoral Security Interests or otherwise
(except the Brye Collateral held by Senoral).                 

         (b)  On  the  Closing  date,  Global  One  or  MJK  shall  deliver,  in
         immediately  available  funds,  the sum of  $209,239.89  to the Senoral
         Parties.  The Senoral  Parties agree that such payment shall be made by
wire transfer to the following address:                       

         Banking Routing Number:                     122000496
            Account Name:                               Safcor, Inc.
          Account Number:                             6050010498

5.       Representations  and Warranties.  (a) Angard represents and warrants to
         Global One and MJK that they have good and marketable title to, and are
         the owners of, the Angard Stock,  the Angard Debt, the Angard Debenture
         and that none of such  items is subject  to any lien,  encumbrance,  or
         other right  whatsoever  which would  prevent,  hinder or frustrate the
transactions contemplated herein.                             

         (b) Subject to pending  litigation  actually  known by Global One as of
         the date hereof, Erekesef represents and warrants to Global One and MJK
         that it has good and  marketable  title to,  and is the  owner of,  the
         Erekesef  Stock,  and the  Erekesef  Debt;  that none of such  items is
         subject to any lien, encumbrance, or other right whatsoever which would
         prevent, hinder or frustrate the transactions  contemplated herein; and
         that it has full  authority and power to enter into this  agreement and
       consummate the transactions required by it to be performed hereunder.

         (c) Subject to pending  litigation  actually  known by Global One as of
         the date hereof,  the Senoral  Parties  represent and warrant to Global
         One and MJK that they have good and  marketable  title to,  and are the
         owners of, the Senoral  Debt;  that the Senoral  Debt is not subject to
         any lien,  encumbrance,  or other right whatsoever which would prevent,
         hinder or frustrate the transactions contemplated herein; and that each
         such party has full  authority  and power to enter into this  agreement
         and  consummate  the  transactions  required  by  it  to  be  performed
         hereunder. Safcor represents and warrants to Global One and MJK that it
         has good and  marketable  title to,  and is the owner  of,  the  Safcor
         Debenture  and that the Safcor  Debenture  is not  subject to any lien,
         encumbrance,  or other right whatsoever which would prevent,  hinder or
frustrate the transactions contemplated herein.               

   (d) MJK represents and warrants that MJK is familiar with and has

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         conducted its own  investigation  into the operations of Global One; is
         not relying upon any  disclosures  made or to be made by Erekesef;  and
         the Global One securities  are not being acquired in connection  with a
         distribution which violates applicable federal or state securities law.

6.       MUTUAL RELEASE. (a) Except for the obligations created herein,         
--------------                                                
 effective as of the Closing, each party hereto hereby releases,
        acquits and forever discharges each of the other parties hereto, their
        affiliates, directors, officers, shareholders, employees, accountants,
      attorneys, consultants, and agents (collectively, "Affiliates") from
       any and all claims, liabilities, demands actions or causes of actions
      of any kind, nature or description whatsoever whether arising at law
       or in equity, or upon contract or tort, or under any state or federal
      law or otherwise, which he, she or it  may have had, may now have or
 made claim to have, or may in the future have or claim to have,
   howsoever arising or acquired, against any of the others or their
   Affiliates for or by reason of any act, omission, matter cause or
      thing whatsoever arising from the beginning of time to and including
      the date hereof, related to or arising from transactions with Global
       One (except that this release shall not extend to obligations between
Global One and MJK) whether such claims, liabilities, demands,
 actions, or causes of action are matured or unmatured, known or
      unknown, existing or not existing, asserted or unasserted, presently
held or acquired in the future, liquidated or unliquidated, or
absolute or contingent in any way relating to the transactions
        described in the Recitals hereof or otherwise occurring because of the
interactions between the parties.                             

         (b) Each of the parties hereto acknowledges that he, she or it has been
         represented by counsel in connection  with this release and each of the
         parties hereto  specifically  waives the provisions of California Civil
Code Section 1542 which states:                               

                  "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) Each of the parties hereto  represents and warrants that he, she or
         it has not assigned,  transferred  or  hypothecated  or set over to any
         person or entity any interest in any of the claims that are the subject
if the foregoing release.                                     

         (d)  Global  One  acknowledges   that  Saloner  owns  shares  of  Stock
         personally;  the  ownership of such shares shall not be affected by the
agreements and releases contained herein.                     

         (e) Except for a claim or claims brought by a bankruptcy  trustee or by
         third-party  creditors  (or  their  representative),  Global  One shall
    indemnify and defend the Senoral Parties in the event any claim is

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brought against the Senoral Parties by OSP Publishing, Inc.   

         (f) Except for a claim or claims brought by a bankruptcy  trustee or by
         third-party  creditors  (or  their  representative),  Global  One shall
         indemnify and defend Erekesef in the event any claim is brought against
Erekesef by OSP Publishing, Inc.                              

7.       FURTHER ACTIONS. (a) Each party covenants and agrees to take any       
---------------                                               
  reasonable further action requested by any other party hereto in
    furtherance of the transactions contemplated herein. In connection
      with the foregoing, each of Angard, Erekesef and each of the Senoral
     Parties hereby appoints the President of Global One as such party's
attorney-in-fact for the purpose of signing and delivering any
      document requested hereunder relating to the release of the security
     interests agreed to be released hereunder which such party fails to
      sign and deliver within three (3) calendar days of receipt of Global
     One's request. The power of attorney granted herein is coupled with
an interest and shall be irrevocable.                         

         (b) Global One agrees that in connection with any litigation  involving
         Global  One  and/or  its  subsidiaries  relating  to  the  transactions
         referenced herein or the relationship between Global One and any of the
         Senoral  Parties  or  Erekesef,  as the case may be, on or prior to the
         date hereof in which any of the Senoral Parties or Erekesef is named as
         a defendant or in which it is threatened that an action will be brought
         against  any of the  Senoral  Parties or  Erekesef  based upon the same
         factual  allegations,  Global  One shall  not  settle  such  litigation
         unless,  as a part of such  settlement,  Global One  obtains a complete
         release of the Senoral  Parties  and/or  Erekesef,  as the case may be,
         reasonably  acceptable to the Senoral Parties and/or  Erekesef,  as the
case may be.                                                  

8.       Termination of Agreements.  Except as specifically provided herein, all
         agreements between Global One and any of Angard,  Erekesef, the Senoral
         Parties, or any combination of such parties,  are hereby terminated and
of no further force or effect.                                

9.       CONDITION PRECEDENT. (a) Neither Global One nor MJK shall be required  
-------------------                                           
       to close the transactions contemplated herein unless Global One shall
        have received any other Termination Statements on Form UCC-2 necessary
        to provide a first-priority security interest to a third-party lender;
      and MJK shall not be required to close the transactions contemplated
    herein unless Global One receives effective resignations of Nathan
     Peck, Hilton Blieden, Gary Dyne and Allan Legator from Global One's
Board of Directors.                                           

         (b)  If  either  Global  One  or  MJK is  not  required  to  close  the
         transactions contemplated herein, then, unless the such party elects to
close, the Closing shall not occur.                           

10.      MISCELLANEOUS. (a) This Agreement may be executed in one or more       
--------------                                                

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   counterparts, each of which shall constitute but one and the same
instrument.                                                   

         (b) Should any portion of this Agreement be determined to be illegal or
         unenforceable, all other provision nevertheless shall remain effective.

         (c) This Agreement contains the entire Agreement between the parties to
         this  Agreement  with  respect to the  subject  matter  hereof,  and is
         intended as a final expression of such parties'  agreement with respect
         to such terms as are included herein,  and supersedes all negotiations,
         stipulations,  understandings,  representations and warranties, if any,
         with respect to such subject  matters,  which  proceed or accompany the
execution of this Agreement.                                  

         (d) This  Agreement  shall be construed in accordance  with the laws of
         the State of  California  applicable  to  contracts  executed and to be
         performed wholly within the State of California.  If any suit or action
         is commenced to enforce this  Agreement,  the prevailing  party in such
         suit or action  shall be  entitled  to receive  from the losing  party,
         reasonable  attorneys'  fees and costs incurred in connection with such
suit or action.                                               

         (e) Each  party  shall  bear its own costs  and  expenses  incurred  in
connection herewith.                                          

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed as of the date first set forth above.                                  

/S/ JOSEPH C. ANGARD                                                            
------------------------------                                                  
Joseph C. Angard                                                                

/S/ SUSAN ANGARD                                                                
------------------------------                                                  
Susan Angard                                                                    

/S/ ALAN SALONER                                                                
------------------------------                                                  
Alan Saloner                                                                    

EREKESEF SECURITIES LIMITED                                                     

/S/ KEVIN BERMEISTER                                                            
------------------------------                                                  
Name: KEVIN BERMEISTER                                                          
Title:                                                                          

SENORAL, INC.                                                                   

/S/ ALAN SALONER                                                                
------------------------------                                                  

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By:      Alan Saloner                                                           
President                                                     

SAFCOR, INC.                                                                    

/S/ ALAN SALONER                                                                
-----------------------------                                                   
By:      Alan Saloner                                                           
President                                                     

MILLER JOHNSON & KUEHN, INCORPORATED                                            

/S/ DAVID B. JOHNSON                                                            
-----------------------------                                                   
By:      David B. Johnson                                                       
Executive Vice President                                      

GLOBAL ONE DISTRIBUTION & MERCHANDISING INC.                                    

/S/ DOUGLASS E. COY                                                             
------------------------------                                                  
By:      Douglass E. Coy                                                        
Chief Executive Officer                                       

BEX CORP.                                                                       

/S/ DOUGLASS E. COY                                                             
------------------------------                                                  
By:      Douglass E. Coy                                                        
Chief Executive Officer                                       

KELLY RUSSELL STUDIOS, INC.                                                     

/S/ DOUGLASS E. COY                                                             
------------------------------                                                  
By:      Douglass E. Coy                                                        
Chief Executive Officer                                       

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Dates Referenced Herein   and   Documents Incorporated by Reference

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		10/31/98		3
Filed on:		10/20/98
		10/8/98		1		2
		10/24/97		1					8-K
		8/1/97		1
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