DISTRIBUTION AND CONTRIBUTION AGREEMENT
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This Distribution and Contribution Agreement made effective the 23rd
day of January, 2003 by and between FuelNation, Inc. a Florida corporation
("Fuel") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and FuelNation Travel Center, LLC, a Florida
limited company ("▇▇▇▇▇▇▇▇").
WHEREAS, ▇▇▇▇▇▇▇▇, owns a 100% membership interest (the "interest") in
FuelNation Travel Center, LLC ("FuelNation Travel"); and
WHEREAS, ▇▇▇▇▇▇▇▇ has agreed to stay on as manager of the FuelNation
Travel Center, LLC until the completion of the funding of the $100 million
dollar secured taxable revenue note and the completion of the construction.
WHEREAS, the parties desire to provide for the distribution of certain
number of Shares to ▇▇▇▇▇▇▇▇ in consideration of ▇▇▇▇▇▇▇▇'▇ contributions and
other consideration as set forth herein.
NOW THEREFORE, in consideration of the above premises for other good
and valuable consideration, the parties agree as follows:
1. Recitations. The above described recitations are true and correct and
incorporated into the terms hereof by this reference.
2. Distribution of Shares. Fuel agrees to cause 100,000 Shares to be
distributed to ▇▇▇▇▇▇▇▇ during 6 months following the execution of this
Agreement.
3. Contribution and Consideration by ▇▇▇▇▇▇▇▇. In consideration of
▇▇▇▇▇▇▇▇'▇ receipt of the Shares as set-forth above, ▇▇▇▇▇▇▇▇ agrees to
cause FuelNation Travel Center, LLC to assign its Interest to Fuel upon
the successful funding of the $100 million dollar secured taxable
revenue note and written approval from lender
4. Further Assurances. The parties hereby agree upon the request of the
other party at any time each will execute and deliver such other
applicable documents and instruments of conveyance and transfer, and to
take such other action as may reasonably be required to more
effectively to convey, transfer and vest in the other party the full
and complete ownership of the Shares or the Interest, as the case may
be as contemplated hereby.
5. Miscellaneous Provisions.
A. Benefits. This Agreement shall be binding upon and inure to
the benefit of all of the parties hereto and their respective
heirs, legal representatives, successors and assigns
hereunder. Each party agrees to take such action, execute and
deliver such further and/or documents as reasonably necessary
to effectuate and perfect the transactions contemplated
herein.
B. Severability. In the event that any one or more provisions of
this Agreement shall be deemed to be illegal or unenforceable,
such illegality or unenforceability shall not affect any of
the remaining legal and enforceable provisions hereof which
shall be construed as if such illegal or unenforceable
provisions had not been inserted.
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C. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be
deemed to have been duly given if delivered by hand or mailed,
certified or registered mail, return receipt requested, with
postage prepaid, to the address of each of the parties set
forth above or to such other person and place as any party
shall furnish to the other party by like Notice in writing.
D. Litigation. In the event that any of the parties to this
Agreement institutes a lawsuit or other proceeding against any
other party or parties to this Agreement to enforce any of
their rights hereunder or under any document executed or
delivered in connection herewith, the prevailing party in such
action shall be entitled to recover from the other party or
parties all reasonable costs thereof, including, without
limitation, reasonable attorneys' fees and costs (including
appeals).
E. Counterparts/Facsimile Copies. This Agreement may be executed
simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which together shall
constitute one and the same instrument. Facsimile executions
of this Agreement shall constitute a legal and binding
signature.
F. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
To the extent applicable, venue for any action concerning this
Agreement (except for the status of arbitration) shall be
Broward County, Florida.
G. Headings. The headings in the sections and paragraphs of this
Agreement are inserted for convenience of reference only and
shall not constitute a part hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
FuelNation Inc., a Florida corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Secretary
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, individually
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Agreed and Accepted by:
FUELNATION TRAVEL CENTER, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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