EXHIBIT 10.367
AGREEMENT
This Agreement (the "Agreement") is made and entered into this 20th day of
March, 2001, by and between Pollution Research and Control Corp., a California
corporation (the "Company"), 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and
Astor Capital, Inc., a California corporation ("Astor"), 0000 Xxxxxxxx
Xxxxxxxxx, Xxxxx #000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000.
RECITALS:
A. WHEREAS, Astor has all requisite corporate power and authority and the
legal right, as agent for the various Holders (defined below) of the Debentures
(defined below), to enter into this Agreement.
B. WHEREAS, Astor desires to forbear from exercising any of its rights to
receive additional shares of common stock, no par value per share (the "Common
Stock"), of the Company under the anti-dilution provisions of the Debentures as
a result of the issuance of 700,000 shares of the Company's Common Stock to
Silverline pursuant to paragraph 5.ii of the Consulting Agreement dated January
4, 2001, between the Company and Silverline.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
promises, covenants, agreements, representations and warranties set forth
hereinafter, and for other good and valuable consideration, the receipt and
sufficiency are hereby acknowledged, the parties hereto agree as follows:
1. Agency. Astor has all requisite corporate power and authority and the
legal right, as agent for the various Holders, whose names are set forth in
paragraph 3 below (collectively, the "Holders"), of the convertible debentures
described in paragraph 3 (collectively, the "Debentures" and, individually, a
"Debenture"), to enter into this Agreement and to consummate the transactions
contemplated herein.
2. Forbearance from Exercising Rights under Debt Instruments. Astor agrees
to forbear from exercising any of its rights to receive additional shares of
Common Stock of the Company under the anti-dilution provisions of the Debentures
as a result of the issuance of 700,000 shares of the Company's Common Stock to
Silverline pursuant to paragraph 5.ii. of the Consulting Agreement dated January
4, 2001, between the Company and Silverline.
3. Payment and Retirement of Debentures.
(i) Each of, the outstanding Debentures of the Company are as follows:
Debenture Holder Price
--------- ------ -----
18%-$500,000 face amount debenture due December Brittanica Associates $650,000
31, 2000, convertible into shares of common Limited plus all
stock of the Company at the lesser accrued
of $2.25 or 80% of the market price of the interest
common stock on the date of conversion.
12%-$500,000 face amount debenture due February Target Growth $550,000
23, 2001, convertible into shares of common stock Fund plus all
of the Company at the lesser of $2.00 or 85% of the accrued
market price of the common stock on the interest
date of conversion.
9%-$200,000 face amount debenture due July 17, 2001 IIG Equities $230,000
convertible into shares of common stock of the Opportunities plus all
Company at the rate described in paragraph Fund, Ltd. accrued
(3)(b) of the debenture. interest
9%-$50,000 face amount debenture due July 17, 2001, Xxxxxx Xxxxxxxx $65,000
convertible into shares of common stock of the plus all
Company at the rate described in paragraph accrued
(3)(b) of the debenture. interest
9%-$20,000 face amount debenture due July 17, 2001, Xxxxx Xxxxxx $26,000
convertible into shares of common stock of the plus all
Company at the rate described in paragraph accrued
(3)(b) of the debenture. interest
9%-$20,000 face amount debenture due July 17, 2001, JRT Holdings $26,000
convertible into shares of common stock of the plus all
Company at the rate described in paragraph accrued
(3)(b) of the debenture. interest
9%-$5,000 face amount debenture due July 17, 2001, Xxxxxxxxx Xxxxxx $6,500
convertible into shares of common stock of the plus all
Company at the rate described in paragraph accrued
(3)(b) of the debenture. interest
9%-$30,000 face amount debenture due July 17, 2001, Xxxxxx X. $39,000
convertible into shares of common stock of the Xxxxxx, Jr. plus all
Company at the rate described in paragraph accrued
(3)(b) of the debenture. interest
9%-$15,000 face amount debenture due July 17, 2001, Xxxxxxxxxxx $19,500
convertible into shares of common stock of the Xxxxxxxxx. plus all
Company at the rate described in paragraph accrued
(3)(b) of the debenture. interest
9%-$30,000 face amount debenture due July 17, 2001, Xxxxxx $39,000
convertible into shares of common stock of the Del Xxxxxxx plus all
Company at the rate described in paragraph accrued
(3)(b) of the debenture. interest
4. Miscellaneous
A. All notices and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given if
delivered or mailed, registered or certified mail, return receipt requested,
postage prepaid, to the following addresses:
1. If to the Company, to:
Pollution Research and Control Corp.
000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxxxx X. Xxxxxxxx, Xx., President
2. If to Astor Capital, to:
Astor Capital, Inc.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx #000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxxxxx Xxxxxx, President
Notices delivered personally shall be effective upon delivery. Notices
transmitted by facsimile shall be effective when received. Notices delivered by
registered or certified mail shall be effective on the date set forth on the
receipt of registered or certified mail, or seventy-two hours after mailing,
whichever is earlier.
B. All agreements made and entered into in connection with this transaction
shall be binding upon and inure to the benefit of the parties hereto, their
successors and assigns.
C. The Company and Astor shall each bear its own expenses and costs,
including the fees of any attorney retained by it, incurred in connection with
the preparation of this Agreement and the consummation of the transactions
hereby.
D. This Agreement contains the entire agreement between the parties and
supersedes all prior agreements, understandings and writings between the parties
with respect to the subject matter hereof and thereof. Each party hereto
acknowledges that no representations, inducements, promises or agreements,
verbal or otherwise, have been made by either party, or anyone acting with
authority on behalf of either party, which are not embodied herein or in an
exhibit hereto, and that no other agreement, statement or promise may be relied
upon or shall be valid or binding. Neither this Agreement nor any term hereof
may be changed, waived, discharged or terminated verbally. This Agreement may be
amended or any term hereof may be changed, waived, discharged or terminated by
an agreement in writing signed by both parties hereto.
E. This Agreement may be executed in one or more counterparts, each of
which when so executed shall be an original, but both of which together shall
constitute one agreement.
F. If any provision of this Agreement or the application thereof to any
person or circumstance shall be invalid or unenforceable to any extent, the
remainder of this Agreement and the application of such provision to other
persons or circumstances shall not be affected thereby and shall be enforced to
the greatest extent permitted by law.
G. This Agreement shall be construed and enforceable in accordance with,
and be governed by, the internal laws of the State of California without regard
to the principles of conflict of law.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
THE COMPANY;
POLLUTION RESEARCH AND CONTROL CORP.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxxx, Xx., President
ASTOR:
ASTOR CAPITAL, INC.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Xxxxxxx Xxxxxx, President
