EXHIBIT 10.34
ARKLEDUN DRIVE LLC
c/o Beacon Capital management, Ltd.
Xxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxxx Xxxxx
P.O. Box 972
Road Town, Tortola, BVI
January 5, 2000
Xxxxxx X. Andraczke, CEO
EuroGas, Inc.
Central European Headquarters
Lektykarska 00
00-000 Xxxxxx, Xxxxxx
Re: Arkledun Drive LLC
Dear Mr. Andraczke:
This letter is being sent to confirm the settlement of the
$514,699.50 Shortfall resulting from the October 2, 2000,
Common Stock Purchase Agreement entered into between
EuroGas, Inc. ("EuroGas") and Arkledun Drive LLC
("Arkledun"). EuroGas and Arkledun agree that a complete
settlement of the shortfall shall be made as follows:
(a) EuroGas shall issue to Arkledun 2,000,000 shares of
restricted common stock (the "Shares") with piggy-back
registration rights only.
(b) Arkledun agrees to waive the requirement of demand
registration rights with respect to the Shares as required
by the Registration Rights Agreement entered into by EuroGas
and Arkledun.
(c) Arkledun agrees to waive any claim for liquidated
damages for failure of EuroGas to file a registration
statement within thirty (30) calendar days of the November
14, 2000 notice from Arkledun, as required by the
Registration Rights Agreement entered into by EuroGas and
Arkledun.
(d) Arkledun agrees to waive any claim for liquidated
damages for failure of EuroGas to have the registration
statement declared effective within ninety (90) calendar
days of the November 14, 2000 notice from Arkledun, as
required by the Registration Rights Agreement entered into
by EuroGas and Arkledun.
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(e) Arkledun agrees to waive any claim for reasonable
attorneys fees and costs as a result of the failure of
EuroGas to cure the Shortfall sooner.
(f) Eurogas and Arkledun each agree to remise, release and
discharge the other and their respective predecessors,
successors, affiliates, subsidiaries, employees,
shareholders, officers, directors, agents, and assigns, from
each and every right, claim, debt, fee, commission, demand,
liability, cost, expense, payment, compensation, damages,
including punitive and exemplary damages, and causes of
action of any kind whatsoever, from the beginning of time to
the present, accrued or contingent, known or unknown, direct
or derivative, pending or potential, which in any way arises
out of or relates to the Common Stock Purchase Agreement or
Registration Rights Agreement entered into between EuroGas
and Arkledun on or about October 2, 2000.
(g) EuroGas agrees to use its commercially reasonable
efforts to have its transfer agent issue the 2,000,000
shares of common stock with the date of November 14, 2000,
but in the event that the transfer agent is unwilling to do
so, Eurogas agrees that the 2,000,000 shares should have
been issued on November 14, 2000 and the one year period for
144 purposes shall start to run from that date.
AGREED AND ACCEPTED: AGREED AND ACCEPTED:
ARKLEDUN DRIVE LLC EUROGAS, INC.
By:______________________ By: /s/ Xxxxxx X. Andraczke
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Xxxxxx X. Andraczke, CEO
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