EXHIBIT 10.13
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is entered into as of this 22rd day of August,
2002 by and between Xxxx-Atlantic Corporation, a Colorado corporation (the
"Company") and Investor Communications International, Inc. ("ICI").
RECITALS:
WHEREAS, the Company and ICI have entered into contractual relations
pursuant to which ICI has agreed to provide certain services to the Company on
an as-needed basis including, but not limited to, managerial, financial,
investor relations, administrative and minerals, oil and gas acquisition,
development and management;
WHEREAS, the Company has incurred an aggregate of $140,887.31, including
accrued interest, to ICI relating to fees incurred for such services rendered by
ICI to the Company (the "Debt");
WHEREAS, the Company and ICI have settled their differences regarding the
Debt and wish to set forth their settlement agreement;
WHEREAS, the Company desires to settle the Debt by issuing shares of its
restricted common stock, par value $0.0001 (the "Common Stock") at the rate of
$0.03 per share (which amount is based upon the average of the price of the
Company's shares of Common Stock traded on the OTC Bulletin Board, which were
sold from July 1, 2002 through August 22, 2002, discounted by 25%); and
WHEREAS, ICI desires to convert the Debt and accept the issuance of
4,696,244 shares of restricted Common Stock of the Company as full and complete
satisfaction of the Debt;
WHEREAS, the Company and ICI desire to release one another from any and all
further liability as related to the aforesaid Debt.
NOW, THEREFORE, in consideration of the aforesaid recitals and mutual
promises contained herein, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
1. The Company agrees to issue to ICI 4,696,244 shares of its restricted
Common Stock, at $0.03 per share, as of August 22, 2002, as full and complete
satisfaction and payment of the Debt.
2. ICI agrees to accept the issuance of 4,696,244 shares of the restricted
Common Stock of the Company as full and complete satisfaction and payment of the
Debt.
3. The Company and ICI shall agree to release each other and forever
discharge any and all claims, manner of actions, whether at law or in equity
suits, judgments, debts, liens, liabilities, demands, damages, losses, sums of
money, expenses or disputes, known or unknown, fixed or contingent, which it now
has or may have hereafter, directly or indirectly, individually or in any
capacity against each other, their successors and assigns, as well as its
present or former owners, directors, officers, stockholders, employees, agents,
heirs, by reason of any act, omission, matter, cause, or thing whatsoever, from
the beginning of time to, and including the date of the execution of this
Agreement, relating to the aforesaid Debt.
4. ICI acknowledges that the issuance of the 4,696,244 shares of restricted
Common Stock (i) has not been registered under the Securities Act of 1933, as
amended (the "1933 Securities Act"); (ii) is in reliance on the exemption
provided by Section 4(2) of the 1933 Securities Act, (iii) are being acquired
solely for ICI's own account without any present intention for resale or
distribution, (iv) will not be resold without registration under the 1933
Securities Act or in compliance with an available exemption from registration,
unless the shares of Common Stock are registered under the 1933 Securities Act
and under any applicable state securities law or an opinion of counsel
satisfactory to the Company is delivered to the Company to the effect that any
proposed distribution of the shares of Common Stock will not violate the
registration requirements of the 1933 Securities Act and any applicable state
securities laws, and (v) that ICI understands the economic risk of an investment
in the Common Stock and has had the opportunity to ask questions of and receive
answers from the Company's management concerning any and all matters related to
the acquisition of the Common Stock.
4. This Settlement Agreement shall be effective as of August 22, 2002 and
shall be binding upon and insure to the benefit of the parties hereto and their
respective successors.
Xxxx-Atlantic Corporation
Date:_____________ By:__________________________
Xxxxx Xxxxxx, President
Investor Communications International, Inc.
Date:______________ By:__________________________
President
