AGREEMENT BY AND BETWEEN XXXXXX XXXXXXXXX,
INTERNATIONAL FUEL SYSTEMS, INC. AND SAVE ON ENERGY, INC.
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THIS AGREEMENT, dated as of January 7, 2000, (the "Agreement") between
Save on Energy, Inc. ("Save"), Xxxxxx Xxxxxxxxx ("Xxxxxxxxx") and International
Fuel Systems, Inc. (*IFS") (collectively, the "Parties") supercedes the
agreement dated June 24, 1999, by and between IFS and SAVE, as well as all other
agreements and understandings between the Save and Xxxxxxxxx and between Save
and IFS.
NOW, THEREFORE, in consideration of $10 cash in hand, the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by all Parties, the
Parties hereby agree as follows:
1. SAVE shall deliver instructions to the transfer agent of SAVE
concurrent with the execution of this Agreement, and shall cause to be issued
and delivered within five (5) business days, Six Hundred Thousand (600,000)
common shares of SAVE to the designees of Xxxxxx Xxxxxxxxx, prior payment for
such shares having duly been acknowledged by SAVE, as follows:
Shareholder Name, Address, Social Security Number Number of Shares
(a) Xxxxxx X. Xxxxxxxxx 255,000
X.X. Xxx 000
Xxxxxxx Xxxxxxxx, XX 00000
Social Security Number: ###-##-####
(b) Xxxxxx X. Xxxxxxxxx, Xx., UTMA 30,000
X.X. Xxx 000
Xxxxxxx Xxxxxxxx, XX 00000
Social Security Number: ###-##-####
(c) Xxxxxx Xxx Xxxxxxxxx, UTMA 30,000
X.X. Xxx 000
Xxxxxxx Xxxxxxxx, XX 00000
Social Security Number: ###-##-####
(d) Xxxxx Xxxx Xxxxxxxxx, UTMA 30,000
X.X. Xxx 000
Xxxxxxx Xxxxxxxx, XX 00000
Social Security Number: ###-##-####
(e) Xxxxxxxx X. Xxxxxx 40,000
000 Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Social Security Number: ###-##-####
(f) Xxxxx Xxxxxxxx 40,000
Two Market Street, Apartment 306
Xxxxxxxxxxx, Xxxxxxxxx 00000
Social Security Number: ###-##-####
(g) Xxxxxx X. Xxxxxx 40,000
000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Social Security Number: ###-##-####
(h) Kota Xxxxxx 20,000
0000 Xxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
Social Security Number: ###-##-####
(i) Xxxxx Xxxxxx 40,000
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Social Security Number: ###-##-####
(j) Xxxxxx X. Xxxxxxx 75,000
000 Xxxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
Social Security Number: ###-##-####
2. The shares described in Section 1 above shall bear piggy back registration
rights, entitling these shares to be registered with any other registration
made by SAVE. SAVE will be obligated to file with the SEC to cause such
shares to be registered, within six (6) months from the date of this
Agreement.
3. Xxxxxxxxx shall purchase from SAVE Two Hundred Thousand (200,000) common
shares of SAVE, subject to Rule 144, at a price of $0.75 per common share
for the amount of One Hundred Fifty Thousand Dollars ($150,000.00), to be
paid in two separate installments of One Hundred Five Thousand Dollars
($105,000.00) and Forty Five Thousand Dollars ($45,000.00) , respectively.
The first installment shall be placed in escrow until sufficient evidence
has been presented to Xxxxxxxxx that the shares have been delivered. Upon
release from escrow of the first installment, Xxxxxxxxx shall place, within
five (5) business days, the second installment in escrow. SAVE shall
concurrently instruct the transfer agent of SAVE, and shall cause to be
issued and delivered, Two Hundred Thousand Shares (200,000) of the common
stock of SAVE. The second installment shall be released from escrow upon
delivery of the 200,000 shares. These shares shall be issued as follows:
(a) Xxxxxx X. Xxxxxxxxx 45,000
X.X. Xxx 000
Xxxxxxx Xxxxxxxx, XX 00000
Social Security Number: ###-##-####
(b) Xxxxxx X. Xxxxxxxxx, Xx., UTMA 10,000
X.X. Xxx 000
Xxxxxxx Xxxxxxxx, XX 00000
Social Security Number: ###-##-####
(c) Xxxxxx Xxx Xxxxxxxxx, UTMA 10,000
X.X. Xxx 000
Xxxxxxx Xxxxxxxx, XX 00000
Social Security Number: ###-##-####
(d) Xxxxx Xxxx Xxxxxxxxx, UTMA 10,000
X.X. Xxx 000
Xxxxxxx Xxxxxxxx, XX 00000
Social Security Number: ###-##-####
(e) Xxxxxxxx X. Xxxxxx 25,000
000 Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Social Security Number: ###-##-####
(f) Xxxxx Xxxxxxxx 25,000
Two Market Street, Apartment 306
Xxxxxxxxxxx, Xxxxxxxxx 00000
Social Security Number: ###-##-####
(g) Xxxxxx X. Xxxxxxx 75,000
000 Xxxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
Social Security Number: ###-##-####
4. IFS shall diligently work toward identifying and securing OEMs to purchase
Save's products. Upon receipt by SAVE, its assigns, or successors, of an
OEM cumulative order for a minimum of 500 units of diesel conversion kits
at a reasonable profit to SAVE, procured through the substantive efforts of
IFS, SAVE shall instruct the transfer agent of SAVE, and shall cause to be
issued and delivered, within five (5) business days, Four Hundred Thousand
(400,000) common shares of SAVE, as Xxxxxxxxx shall specify in writing. For
purposes of this Agreement, OEM shall be defined as a company which
manufactures diesel engines or is a substantial purchaser of diesel engines
for installation in new equipment.
5. Any notice, required or other, to SAVE shall be deemed given if sent by IFS
or Xxxxxxxxx via certified mail or overnight carrier to SAVE's address as
follows:
Save On Energy, Inc.
0000 Xxxxxxx Xxxxxxx 00
Xxxxx 000
Xxxxxx Xxxx, Xxxxxxx 00000
Any notice, required or other, to Xxxxxxxxx or IFS shall be deemed given if
sent by SAVE via certified mail or overnight carrier to IFS's address as
follows:
International Fuel Systems, Inc.
Suite 405 - Xxxxxxx Building
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
6. Any dispute, controversy or claim arising out of, relating to or in
connection with this Agreement shall be referred to, and finally settled
by, arbitration under and in accordance with the rules of arbitration of
the American Arbitration Association then in effect. Such arbitration shall
take place in Atlanta, Georgia.
7. Faxed copies of this Agreement are deemed to be originals for purpose of
enforcement of this Agreement. In the event any section or sections of this
Agreement are held to be invalid, the remaining sections are still deemed
valid and binding and shall continue in effect. This Agreement shall be
executed simultaneously in multiple counterparts each of which shall be
deemed original, but all of which constitute the same document.
8. This is the entire agreement between the Parties. Any modifications or
amendment to this Agreement must be in writing and executed by both
Parties. This Agreement specifically supercedes all prior agreements,
contracts, arrangements, understandings and representations between SAVE
and either Xxxxxxxxx or IFS, whether orally or in writing, and all such
prior agreements, contracts, arrangements, understandings and
representations shall be deemed canceled and xxxx and void. This Agreement
shall be governed by the laws of the State of Georgia.
IN WITNESS WHEREOF, the Parties have set their hand as of the date first
set forth above.
INTERNATIONAL FUEL SYSTEMS, INC. SAVE ON ENERGY, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxx
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Xxxxxx X. Xxxxxxxxx Xxxxx X. Xxxxx
Chairman President
By Resolution of the Board of By Resolution of the Board of
Directors Directors
/s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Xxxxxx X. Xxxxxxxxx
