EXHIBIT 10.14
RESTATED
EXPENSE AGREEMENT
This Restated Expense Agreement is executed and delivered as of the 28th
day of September, 2005, to be effective as of the 1st day of January, 2005(this
"Restated Agreement"), hereby restates in its entirety and supersedes, from this
day forward, the Expense Agreement dated December 19, 2002 and the Restated
Expense Agreement dated June 3, 2004 (the "Agreement") by and between AmeriFirst
Capital Corp, a Florida Corporation ("Capital Corp.") and AmeriFirst, Inc., a
Delaware corporation ("AmeriFirst").
WHEREAS, Capital Corp. was formed solely for the restricted, limited
purpose of acting as a broker/dealer; and
WHEREAS, Capital Corp. is registered with the NASD as a broker/dealer.
WHEREAS, AmeriFirst owns all of the capital stock of: (i) AmeriFirst
Financial Services, Inc., the Manager, (ii) Asset Settlement Group, Inc., the
Provider, and (iii) AmeriFirst Capital Corp., the Underwriter (collectively,
"Subsidiaries"); and
WHEREAS, AmeriFirst desires to assist Capital Corp in its operations as
provided in this Restated Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Forgiveness of Debt. AmeriFirst hereby agrees to pay the expenses incurred by
Capital Corp. beginning January 1, 2005 through December 31, 2005.
2. Payment of Organizational and Offering Expenses.
A. AmeriFirst hereby agrees to:
(i) pay, at its own expense, all organizational and operational
expenses reasonably incurred by the Capital Corp in the normal course of its
operations, including, but not limited to:
Office Rental Expense $23,382.50
Telephone Expense $ 2,400.00
Postage/Delivery Expense $ 633.36
Accounting Fees $11,588.20
Registration Fees $ 2,400.00
Travel/Entertainment Expense $ 6,000.00
Broker/Dealer Registrations $23,758.60
Office Supplies $ 253.27
Salaries and Wages $23,382.50
License and Permitting Expense $ 1,335.10
B. AmeriFirst hereby acknowledges that there is no obligation whatsoever
on the part of Capital Corp to pay all or any portion of the aforementioned
costs, or to reimburse or otherwise compensate AmeriFirst for any or all of such
costs, which it pays on behalf of Capital Corp or for which it has forgiven.
3. Books and Records. Each of Capital Corp. and AmeriFirst hereby agree to keep
accurate and complete books and records of its accounts in accordance with
generally accepted accounting principles in the United States of America.
4. Release. AmeriFirst hereby knowingly, voluntarily, intentionally,
unconditionally and irrevocably waives, releases, and forever discharges Capital
Corp, from and against any and all rights, claims, counterclaims, actions or
causes of action that AmeriFirst had, has or may have against Capital Corp in
connection with the repayment of expenses paid for by AmeriFirst on behalf of
Capital Corp pursuant to Section 2 hereof.
5. Binding Agreement. This Restated Agreement shall be binding on, and shall
inure to the benefit of, the parties to this Restated Agreement and their
respective successors and assigns.
6. Entire Agreement; Amendments. This Restated Agreement contains the entire
agreement and supersedes all prior agreements and understandings, oral or
written, between the parties hereto with respect to the subject matter hereof,
including, without limitation, the Agreement. This Restated Agreement may not be
changed orally, but only by an agreement in writing signed by the party against
whom any waiver, change, amendment, modification or discharge is sought.
7. Severability. In the event that all or any part of any section of this
Restated Agreement shall be held to be invalid, illegal or unenforceable in any
respect, in whole or in part, the validity of the remainder of this Restated
Agreement or the remainder of any such section shall in no way be affected,
prejudiced or disturbed thereby and not be rendered invalid. If any provision of
this Restated Agreement is so broad as to be unenforceable, such provision shall
be interpreted to be only so broad as is enforceable.
8. Governing Law. This Restated Agreement will be governed by and construed
under the laws of the State of Georgia without regard to conflicts-of-laws
principles that would require the application of any other law.
9. Headings. The section headings contained in this Restated Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Restated Agreement.
10. Counterparts; Execution of Restated Agreement. This Restated Agreement may
be executed in one or more counterparts, each of which will be deemed to be an
original copy of this Restated Agreement and all of which, when taken together,
will be deemed to constitute one and the same agreement. The exchange of copies
of this Restated Agreement and of signature pages by facsimile transmission
shall constitute effective execution and delivery of this Restated Agreement as
to the parties and may be used in lieu of the original Restated Agreement for
all purposes. Signatures of the parties transmitted by facsimile shall be deemed
to be their original signatures for all purposes.
IN WITNESS WHEREOF, this Amended Agreement has been executed as of the
date first written above.
AMERIFIRST, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇, CEO