EXHIBIT 10.2
SETTLEMENT AGREEMENT
(Amended)
DATED March 15, 2007
THIS SETTLEMENT AGREEMENT ("Agreement") is entered into this 13th day of
March 2007, by and between AMERICAN FACTORS GROUP, LLC, a New Jersey limited
liability company ("AFG"), AMERIRESOURCE TECHNOLOGIES, INC., a Delaware
corporation ("AMRE"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a Nevada resident ("▇▇▇▇▇▇▇") (AFG,
AMRE, and ▇▇▇▇▇▇▇ may be individually, or collectively, referred to as a
"Party" or the "Parties").
WHEREAS, on or about August 2, 2000, the Parties entered into a
Settlement and Release Agreement ("SRA"), and a Promissory Note ("PN"), whereby
AMRE and ▇▇▇▇▇▇▇, as guarantor, agreed to repay certain obligations to AFG;
WHEREAS, the Parties have entered into four addendums to the SRA, with
the Parties agreeing in the fourth and final such addendum, executed on
February 28, 2005, that the total amount owed to AFG by AMRE and ▇▇▇▇▇▇▇,
including accrued interest, was $484,693.29, with an additional penalty of
$55,975.03 for AMRE and ▇▇▇▇▇▇▇ failure to meet the terms of the third addendum
executed by the Parties. The Parties also agreed that interest would accrue at
18% per annum, compounded monthly, beginning on February 28, 2005; and
WHEREAS, as of March 27, 2006, the total debt owed by to AFG by AMRE and
▇▇▇▇▇▇▇ equaled about $646,312.63 ("Debt"); and
WHEREAS the parties entered into a Settlement Agreement on March 27th,
2006 and reduced the amount due to $350,000; and
WHEREAS, AMRE made payments of $50,000 and $100,000 pursuant to the
agreement, and shares of AMRE stock were issued pursuant to the agreement; and
WHEREAS, the remaining payments totaling $200,000 specified in the
Settlement Agreement dated March 27, 2006 were not made timely,
WHEREAS, ▇▇▇▇▇▇▇ and AMRE desire to proceed forward with the settlement
of the Debt, pursuant to the terms and conditions described herein, and for the
consideration set forth herein; and
AGREEMENT
NOW, THEREFORE, in consideration of the promises, representations, and
covenants described herein, and in consideration of the recitals above, which
are incorporated herein by reference, and for other good and valuable
consideration, the receipt and sufficiency of which the Parties hereby
acknowledge, the Parties hereby agree as follows:
a.1AFG,AMRE, and ▇▇▇▇▇▇▇ agree that the Debt at March 13, 2007 will be modified
to $220,000, and repaid in accordance with this Section 1.1;
(a) AFG will receive a cash payment of $48,000 from AMRE and/or ▇▇▇▇▇▇▇ to
be wired on or before ▇▇▇▇▇ ▇▇, ▇▇▇▇
(▇) AFG will receive a cash payment of $172,000 from AMRE and/or ▇▇▇▇▇▇▇ to
be wired on or before June 15, 2007
Payments are to be made by wire transfer to:
Robins Trust No. 8
Grand Bank
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Account # 111003741
Upon receipt of the foregoing payments, the Debt shall be deemed to be
completely discharged and the SRA shall be of no further force or effect. AFG
additionally agree, once the foregoing payments are received, to release and
forever discharge AMRE and ▇▇▇▇▇▇▇ from any liability connected to the Debt,
and to cause the necessary documents to be filed with the appropriate courts to
release the judgments and/or liens against AMRE and ▇▇▇▇▇▇▇. However, if AMRE
fails to make the payments in 1.1 above, then this Agreement will become void,
and any payments will go to reduce the Debt and the SRA shall remain in effect.
1.2 AMRE agrees to pay a penalty of $50,000 if it fails to make the payments in
1.1 above.
1.3 AFG hereby waives all prior defaults.
1.4 The ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Family Trust No. 8 (the "Trust") is now the holder of
record of shares of AMRE common stock, issued to it pursuant to the SRA. AMRE
agrees to immediately issue to the Trust sufficient additional shares of its
common stock to bring the number of shares held by the Trust to approximately
5% of the common stock issued and outstanding as of December 31, 2005, as
reported on the AMRE's audited financial statements. AMRE agrees to take all
necessary actions to assist the Trust in its process of the removal of the
restrictive legend from the stock that had been issued to AFG and/or Trust No.
8, pursuant to the R-144 Regulations governing the sale of restricted common
stock.
1.5 The Parties represent and warrant that they have full right and authority
to enter into this Agreement and to engage in all actions set forth herein.
Each person executing this Agreement on behalf of each Party warrants that he
is lawfully empowered to execute this Agreement on behalf of each respective
entity and that the execution of this Agreement is within the course and scope
of his agency or employment relationship with each of those entities and
thereby binds each of those entities.
1.6 All agreements, covenants, representations, and warranties, express and
implied, oral and written, of the Parties to this Agreement concerning its
subject matter are contained herein. No other agreements, covenants,
representations, or warranties, express or implied, oral or written, have been
made by any Party to any other Party concerning the subject matter of this
Agreement. All prior and contemporaneous conversations, negotiations,
agreements, including the SRA, PN, and all addendums to the SRA and PN, all
possible and alleged agreements, representations, covenants, and warranties
concerning the subject matter of this Agreement are merged herein. Each Party
hereto fully understands the consequences of this provision and has had an
opportunity to consult with legal counsel.
1.7 Each Party hereto agrees to perform any further acts and to execute and
deliver any further documents that may be reasonably necessary to carry out the
provisions of this Agreement.
1.8 The following release shall become effective when and if AMRE
and ▇▇▇▇▇▇▇ have performed all of their obligations pursuant to Paragraphs
1.1, 1.4, and 1.7: AFG and any and all related persons or entities, hereby
forever and completely release, acquit and discharge AMRE and ▇▇▇▇▇▇▇ and any
and all of AMRE's and ▇▇▇▇▇▇▇ affiliates or subsidiary companies, officers,
directors, agents, representatives, attorneys, members, employees, successors
and assigns, from and against any and all claims, demands, rights, liens,
agreements, contracts, covenants, actions, suits, causes of action,
obligations, debts, costs, expenses, attorneys' fees, damages, judgments,
orders, and liability of whatever kind or nature, in law, equity or otherwise,
for or by reason of any matter, whether now known or unknown, suspected or
unsuspected, asserted or unasserted, and whether or not concealed or hidden,
that they now or may own or hold, or have at any time held, against AMRE and
▇▇▇▇▇▇▇, in connection with any and all claims or allegations arising out of or
relating to the Settlement Agreement.
1.9 The following release shall become effective when and if AFG has
performed all of its obligations pursuant to Paragraphs 1.1,.AMRE and ▇▇▇▇▇▇▇
and any and all related persons or entities, hereby forever and completely
release, acquit and discharge AFG, and any and all of AFG's affiliates or
subsidiary companies, officers, directors, agents, representatives, attorneys,
members, employees, successors and assigns, from and against any and all
claims, demands, rights, liens, agreements, contracts, covenants, actions,
suits, causes of action, obligations, debts, costs, expenses, attorneys' fees,
damages, judgments, orders, and liability of whatever kind or nature, in law,
equity or otherwise, for or by reason of any matter, whether now known or
unknown, suspected or unsuspected, asserted or unasserted, and whether or not
concealed or hidden, that they now or may own or hold, or have at any time
held, against AFG, in connection with any and all claims or allegations arising
out of or relating to the Settlement Agreement or any other aspect of its
relationship with AFG.
1.10 Any notices required hereunder shall be deemed to be given upon the
earlier of (i) the third business day after the date when sent by certified or
registered mail, (ii) the next business day after the date sent by guaranteed
overnight courier, or (iii) the date sent by telecopy or delivered by hand, in
each case, to the addresses set forth below:
If to AMRE: AmeriResource Technologies, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to AFG: American Factors Group, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Phone: (▇▇▇)▇▇▇-▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇
With copies to:_________________________
_________________________
_________________________
Attn:
1.11 Each party to this Agreement shall bear its own fees and expenses
(including, without limitation, the fees and expenses of its legal
counsel) in connection with the preparation, execution and delivery of
this Agreement.
2.0 This Agreement shall be governed and construed in accordance with the
laws of the State of New Jersey as though entered into between residents
of the State of New Jersey, without reference to the principles or the
conflict of laws.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date
herein above written.
AMERIRESOURCE TECHNOLOGIES, INC. a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: March 13, 2007
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: March 13, 2007
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a Nevada resident
AMERICAN FACTORS GROUP, LLC. A New Jersey limited Liability Company
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Date: March 14, 2007
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President