EXHIBIT 10.1
WAIVER AND RELEASE
Reference is made to that certain Agreement dated June 13, 2000 by and
between ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, collectively referred to as ("Seller")
and Brooke Corporation, ("Buyer"), (the "Agreement"). Terms used herein,
which are defined in the Agreement, shall have their meanings given to them
in the Agreement.
Whereas, ▇▇▇▇▇▇▇ ▇▇▇▇ ("▇▇▇▇") owned 450 shares of Common Stock of
Interstate Insurance Group LTD, hereinafter referred to as the Company;
Whereas, this portion of the shares owned by ▇▇▇▇ represented 50% of all
shares of the Company giving him 50% ownership of the Company;
Whereas, by this ownership, ▇▇▇▇ was entitled to 30% of the purchase
price under the Agreement as well as assumed responsibility for 50% of the
payment obligations set forth therein;
Now therefore for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties agree as follows:
Notwithstanding any provision of the Agreement, and including without
limitation ARTICLE I, ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ Price; paragraph 3, Payment of
Purchase Price subsections a), b) and c); 7, Financial Statements subsections
d), e) and f); ARTICLE II, paragraph 11; ARTICLE VI, paragraph 1, Buyer shall
have no further obligation to pay any purchase price adjustments or other
amounts due to ▇▇▇▇.
▇▇▇▇ hereby permanently waives Brooke's performance of duties with
respect to all sections of the Agreement concerning the Purchase Price,
including but not limited to the foregoing sections.
Further, the terms of the Agreement vis-a-vis ▇▇▇▇ have been fulfilled
and no further payments are owed by either ▇▇▇▇ or Buyer pursuant to the
Agreement. ▇▇▇▇'▇ portion of the Purchase Price has been paid in full as of
the date set out below. More specifically, it is agreed that the obligation
of Buyer to Tyler, prior to any future purchase price adjustments, in the
principal amount of $321,623 or 50% of that total principal obligation prior
to any purchase price adjustments, is extinguished.
Further, the undersigned parties do hereby release and forever discharge
each other from any and all payment obligations and any responsibility to
make any future or additional payments under the Agreement.
▇▇▇▇ and Buyer acknowledge that this Agreement does not affect the
rights or obligations of ▇▇▇▇▇▇ ▇▇▇▇▇ under the Agreement and that ▇▇▇▇ has
entered into this Agreement individually and on his own accord.
This agreement is executed March 28, 2002.
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Seller Buyer:
Brooke Corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------- By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ -----------------------
Title: President