Proposed Settlement Agreement



                        Proposed Settlement Agreement

    This Settlement Agreement (the "Agreement") is made and entered into by and
among Equity Growth Systems,  inc., a publicly held Delaware  corporation with a
class  of  securities  registered  under  Section  12(g) of the  Securities  and
Exchange Act of 1934,  as amended  ("Equity  Growth  Systems" and the  "Exchange
Act,"  respectively)  and Edward  Granville-Smith,  a Florida  resident  who for
longer than the past three years has served as the sole  director  and the chief
executive  officer of Equity Growth  Systems (the "Retiring  Principal;"  Equity
Growth Systems and the Retiring Principal being collectively  referred to as the
"Parties"  and each being  sometimes  hereinafter  generically  referred to as a


    WHEREAS, the Retiring Principal desires to retire from his official roles as
an officer  and  director  of Equity  Growth  Systems and in order to induce new
individuals to assume  successor  roles, has offered to settle all claims he may
have under employment, consulting and creditor relationships
with Equity Growth Systems, as hereinafter described:

    NOW,  THEREFORE,  in  consideration  of the premises,  as well as the mutual
covenants  hereinafter  set forth,  the Parties,  intending to be legally bound,
hereby agree as follows:


First:        Terms of Settlement

    The Retiring  Principal and Equity Growth Systems hereby agree to settle all
of their  outstanding  claims  against each other and their  members,  partners,
officers, directors, agents and affiliates, on the following terms:

O.  In  full  payment  of all  obligations  to the  Retiring  Principal  and his
    affiliates owed by Equity Growth Systems, Inc., and its affiliates, from the
    beginning  of  time  until  the  date  of  this  Agreement,  as  well  as in
    consideration for the  extinguishment of all agreements between them, Equity
    Growth  Systems will,  within 72 hours after receipt of a copy of the Bolina
    Note (as hereinafter  described),  pay to the Retiring  Principal the sum of

P.  The Retiring  Principal hereby  relinquishes all rights under any agreements
    between him or his affiliates and Equity Growth Systems and its  affiliates,
    other than those created by this Agreement.

Q. The Retiring Principal will, subject to physical capabilities and limitations
based on his health:

    8.   Cooperate  with successor  management to terminate all agreements  with
         former officers, directors and consultants not specifically ratified by
         new management and in recovery of securities  issued pursuant  thereto,
         including, without limitation, Messrs.
         Holman, Moffitt and Salyer;

    9.  Cooperate  with  successor  management  to  negotiate  with and identify

    10.  Make management aware of Equity Growth Systems business  operations and
         provide assistance in its continuation or termination; and,

    11.  Upon resumption of normal physical  capabilities,  resume a more active
         role in management,  subject to negotiation of reasonable  compensation

R.  The Retiring  Principal  will, as soon as possible  after  execution of this
    Agreement, provide to Leonard Miles Tucker of Boca Raton, Florida, copies of
    the notes  reflected in  correspondence  from Equity Growth  Systems to WEFT
    Trust dated June 14, 1996 (hereinafter and heretofore  collectively referred
    to as the Bolina  Note[s]"),  together  with an estoppel  letter  pertaining
    thereto from Mr. Spellman, the principal of the WEFT Trust, attesting to the
    current status of all obligations pertaining thereto or arising thereunder.

S.  The Retiring  Principal hereby  represents and warrants that, to the best of
    his knowledge under his current  physical and mental  circumstances,  Equity
    Growth Systems has no liabilities not reflected in the financial  statements
    heretofore filed by it with the securities and Exchange  Commission,  except
    as specified in exhibit 1-D annexed hereto and made a part hereof.

Second   Mutual Releases

    In consideration for the exchange of covenants reflected above but excepting
only the obligations created by this Agreement, the Parties hereby each release,
discharge  and forgive the other,  and each of the  others'  members,  officers,
directors, partners, agents and employees from any and all liabilities,  whether
current or inchoate, from the beginning of time until the date of this

Third:   Miscellaneous

3.1 Amendment.

    No modification,  waiver,  amendment,  discharge or change of this Agreement
shall be valid unless the same is evinced by a written instrument, subscribed by
the Party  against  which such  modification,  waiver,  amendment,  discharge or
change is sought.

3.2 Notice.

    All notices,  demands or other  communications  given  hereunder shall be in
writing  and shall be deemed to have been duly given on the first  business  day
after mailing by United  States  registered or unaudited  mail,  return  receipt
requested, postage prepaid, addressed as follows:

                    To Equity Growth Systems:
    902 Clint Moore Road, Suite 136; Boca Raton, Florida 33487
        Attention: Charles J. Scimeca, Acting President.

                    To the Retiring Principal:
                     Edward Granville-Smith.
 3821 B Tamiami Trail, Suite 201;  Port Charlotte, Florida 33949

or such other  address or to such other  person as any Party shall  designate to
the other for such purpose in the manner hereinafter set forth.

3.3 Merger.

    This instrument,  together with the instruments referred to herein, contains
all of the  understandings  and  agreements  of the Parties  with respect to the
subject matter discussed  herein.  All prior agreements  whether written or oral
are merged herein and shall be of no force or effect.

3.4 Survival.

    The  several  representations,  warranties  and  covenants  of  the  Parties
contained  herein  shall  survive the  execution  hereof and shall be  effective
regardless of any investigation that may have been
made or may be made by or on behalf of any Party.

3.5 Severability.

    If any  provision or any portion of any provision of this  Agreement,  other
than one of the conditions  precedent or subsequent,  or the application of such
provision  or any portion  thereof to any person or  circumstance  shall be held
invalid or  unenforceable,  the  remaining  portions of such  provision  and the
remaining  provisions of this Agreement or the  application of such provision or
portion of such  provision  as is held  invalid or  unenforceable  to persons or
circumstances  other  than those to which it is held  invalid or  unenforceable,
shall not be affected thereby.

3.6 Governing Law.

    This Agreement  shall be construed in accordance  with the laws of the State
of Florida and any proceedings  pertaining  directly or indirectly to the rights
or obligations of the Parties hereunder shall, to the extent legally  permitted,
be held in Palm Beach County, Florida.

3.7 Indemnification.

    Each Party hereby irrevocably agrees to indemnify and hold the other Parties
harmless  from any and all  liabilities  and damages  (including  legal or other
expenses incidental thereto), contingent,  current, or inchoate to which they or
any  one of  them  may  become  subject  as a  direct,  indirect  or  incidental
consequence of any action by the  indemnifying  Party or as a consequence of the
failure of the  indemnifying  Party to act,  whether pursuant to requirements of
this Agreement or otherwise;  provided  that,  such claims are asserted by third
parties  unrelated to the Parties.  In the event it becomes necessary to enforce
this indemnity through an attorney,  with or without litigation,  the successful
Party  shall be  entitled  to recover  from the  indemnifying  Party,  all costs
incurred  including  reasonable  attorneys'  fees  throughout any  negotiations,
trials or appeals, whether or not any suit is instituted.

3.8 Litigation.

    In any  action  between  the  Parties  to  enforce  any of the terms of this
Agreement or any other matter arising from this Agreement,  the prevailing Party
shall be  entitled  to  recover  its costs and  expenses,  including  reasonable
attorneys'  fees up to and  including  all  negotiations,  trials  and  appeals,
whether or not litigation is initiated.

3.9 Benefit of Agreement.

    The terms and provisions of this  Agreement  shall be binding upon and inure
to  the  benefit  of  the   Parties,   their   successors,   assigns,   personal
representatives, estate, heirs and legatees.

3.10     Captions.

    The captions in this Agreement are for convenience and reference only and in
no way  define,  describe,  extend or limit the scope of this  Agreement  or the
intent of any provisions hereof.

3.11     Number and Gender.

    All  pronouns  and any  variations  thereof  shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.

3.12     Further Assurances.

    The Parties  agree to do,  execute,  acknowledge  and deliver or cause to be
done,  executed,  acknowledged  or  delivered  and to perform  all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances,  stock certificates and other documents,  as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.

3.13     Status.

    Nothing  in  this  Agreement  shall  be  construed  or  shall  constitute  a
partnership,  joint  venture,   employer-employee  relationship,   lessor-lessee
relationship,  or  principal-agent   relationship,   rather,  the  relationships
established hereby are those of settling debtor and creditor.

3.14     Counterparts.

(a) This Agreement may be executed in any number of counterparts.

(b) All executed  counterparts  shall  constitute one Agreement  notwithstanding
    that  all  signatories  are not  signatories  to the  original  or the  same

(c) Execution  by exchange of  facsimile  transmission  shall be deemed  legally
    sufficient to bind the signatory;  however, the Parties shall, for aesthetic
    purposes, prepare a fully executed original version of this Agreement, which
    shall be the document filed with the Securities and Exchange Commission.

3.15     License.

(a) This  Agreement  is the  property  of the Yankee  Companies,  Inc, a Florida
    corporation ("Yankees").

(b) The use hereof by the Parties is  authorized  hereby  solely for purposes of
    this transaction and, the use of this form of agreement or of any derivation
    thereof without Yankees' prior written permission is prohibited.

(c) The Parties hereby  acknowledge  that Yankees is not a law firm or regulated
    entity  and has not  provided  any Party  with any  advice  concerning  this
    Agreement,  rather,  it has informed each Party, as a condition to their use
    of this form that they must obtain independent legal advice.

*                               *                               *

    IN WITNESS  WHEREOF,  the Parties have caused this  Agreement to be executed
effective as of the ____ day of December, 1998.

Signed, sealed and delivered
    In Our Presence:

                                            Equity Growth Systems, inc.
- ---------------------------------

_________________________________      By:
                                        Charles J. Scimeca, Acting President

                                           The Retiring Principal:
- ---------------------------------

- ---------------------------------      ---------------------------------
                                  Edward   Granville-Smith  by  Mark  Granville-
                                  Smith, his son and attorney-in-fact  acting by
                                  virtue  of his  power of  attorney,  a copy of
                                  which  is  annexed  hereto  and  made  a  part
                                  hereof,  immediately  following this signature


Basic Info X:

Name: Proposed Settlement Agreement
Type: Proposed Settlement Agreement
Date: Dec. 17, 1998
State: Nevada

Other info:


  • June 14 , 1996
  • December , 1998


  • Equity Growth Systems , Inc.
  • Leonard Miles Tucker of Boca Raton
  • Securities and Exchange Commission


  • Delaware
  • United States
  • Boca Raton
  • Port Charlotte
  • Palm Beach County
  • Florida


  • $ 5,000


  • Holman
  • Moffitt
  • Salyer
  • Spellman
  • Clint Moore Road
  • Charles J. Scimeca
  • Edward Granville-Smith
  • Mark Granville- Smith