DISSOLUTION AGREEMENT
THIS
AGREEMENT made as
of 28th
day of August,
2007 by and between Inform Worldwide Holdings,
Inc., a Florida corporation ("IWW") and Xxxx Energy,
LLC, a Texas limited liability company ("SE").
WHEREAS,
the parties
hereto ( individually the “Party” and collectively the "Parties") entered into a
Joint Venture Agreement, dated November 7, 2006, (the "Venture Agreement")
to
carry on the business of exploitation of coal from the Banning
1 lease under the name Banning 1 Joint Venture;
and
WHEREAS,
the Parties
now wish to dissolve the Joint Venture.
NOW
THEREFORE, in
consideration of the mutual covenants and agreements herein contained and
subject to the terms and conditions hereafter set out, the Parties agree as
follows:
The
Parties agree to dissolve the Joint
Venture effective August 28, 2008 (the "Dissolution Date").
Effective
the Dissolution Date, all of
the assets of the Joint Venture will be distributed to the Parties pro rata
in
accordance with their respective interests in the Joint Venture, and all of
the
liabilities of the Joint Venture, will be assumed by the Parties pro rata in
the
same proportion.
Each
Party hereby indemnifies and saves
harmless the other Party from and against any claims, demands, actions, losses
and damages suffered by such Parties resulting from the failure of the Party
to
pay and discharge any portion of any Joint Venture liability which such Party
has assumed by virtue of this Agreement.
The
Parties hereby release and forever
discharge one another from any and all claims, demands, actions, losses and
damages whatsoever arising from or relating to the Joint Venture, with the
exception of any claims, demands, actions, losses and damages arising from
or
resulting from the terms and conditions of this Agreement.
This
Agreement shall enure to the
benefit of and be binding upon the respective heirs, executors, administrators
and assigns of each of the parties hereto.
IN
WITNESS WHEREOF the
parties hereto have executed this Agreement as of the day and year first above
written.
INFORM
WORLDWIDE XXXX ENERGY,
LLC
HOLDINGS,
INC.
/s/
Xxxxxx
Xxxxxxxxxxx /s/
Xxxxxx
Xxxxxxxxxxx
___________________________ ___________________________
Xxxxxx
Xxxxxxxxxxx,
CEO Xxxxxx
Xxxxxxxxxxx,
Manger