EXHIBIT 10.1
WESTMARK
GROUP HOLDINGS, INC.
EXHIBIT "E"
November 28, 1995
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ Group Holdings, Inc.
▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
In re: Termination of Employment Agreement
Dear ▇▇▇▇▇:
Subject to approval of the Board of Directors of Westmark Group Holdings,
Inc. ("WGHI"), WGHI will agree to the following terms and conditions with
respect to the termination of your employment agreement dated March 10, 1994.
WGHI will agree to provide you with the following:
(1) The loan in the sum of $60,000 from ▇▇▇▇▇ ▇▇▇▇▇ to WGHI shall be repaid
in full upon the closing of the HLOA transaction.
(2) Salary compensation in the sum of $80,000 shall be converted to
unregistered shares of common stock of WGHI based upon a value of 50% of the
closing bid price per share on the day preceding the conversion or $1.25/share
whichever is lesser. Said shares shall be registered by May 31, 1996. If said
shares are not registered on May 31, 1996, ▇▇▇▇▇ ▇▇▇▇▇ will receive a 10%
penalty per month payable in common stock of the company until such time as the
shares are registered. If ▇▇▇▇▇ ▇▇▇▇▇ elects not to convert all or part
of this money to shares then ▇▇▇▇▇ ▇▇▇▇▇ shall be entitled to a senior
note with interest payable at 12% commencing December 1, 1995. Said note shall
be paid in full no later than December 31, 1996. ▇▇▇▇▇ ▇▇▇▇▇ shall also
have the right to convert all or any portion of the compensation balance to HLOA
shares on a share for share basis in whole or in part. Said shares to be
registered by May 31, 1996 and if registration not
completed by May 31, 1996 then a 10% penalty per month compounded shall be
applied.
(3) The exercise date for all stock options previously granted to ▇▇▇▇▇
▇▇▇▇▇ will be extended for a period of three years from the effective date of
this agreement.
(4) WGHI agree to terminate your existing employment agreement without
cause and to indemnify you to the fullest extent permitted by law, grant a
release and hold you harmless with respect to all prior acts as an officer of
WGHI.
(5) WGHI will enter into an employment consulting agreement with ▇▇▇▇▇
▇▇▇▇▇ which shall provide for a salary of $4,000 per month payable in S-8 stock
of WGHI or cash together with current medical and dental insurance. The initial
term of the contract shall be 18 months and shall be non-cancelable for any
reason whatsoever.
(6) ▇▇▇▇▇ ▇▇▇▇▇ will resign as an officer of WGHI and an officer and
director of Westmark Mortgage Corporation which resignations will not be
effective until such time as ▇▇▇▇▇ ▇▇▇▇▇ has received the consideration set
forth in subparagraphs (1)-(5) above.
(7) The effective date of this termination agreement shall be the closing
date of the Heart Labs of America transaction.
Sincerely yours,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and CEO
▇▇▇▇▇ ▇▇▇▇▇ hereby agrees and accepts the foregoing terms and conditions
which agreement and acceptance is expressly conditioned upon the receipt of the
consideration set forth above on or before the effective date of the
termination.
/s/ ▇▇▇▇▇ ▇▇▇▇▇ 10-30-95
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▇▇▇▇▇ ▇▇▇▇▇ Date
EXHIBIT "F"
Anti-Dilution Exceptions
The following proposed issuances of common stock shall be excepted from the
anti-dilution provisions set forth in paragraph 1.6
Shares
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(a) ▇▇▇▇▇ ▇▇▇▇▇▇ and related companies 100,000
(b) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 70,500
(c) Miscelaneous conversion rights 20,000
(d) ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Beam 12,500
(e) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 10,000
(f) ▇▇▇▇▇▇▇ & Associates 10,000
