HYDROGEN POWER, INC. Seattle, WA 98101 December 29, 2006
EXHIBIT
10.4
HYDROGEN
POWER, INC.
0000
Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
December
29, 0000
Xxxxx
Xxxx
000
Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx
Xxxx
Xxxxx, XX 00000
|
Re:
|
Settlement
of Obligations and Release by and between Hydrogen Power, Inc. (“HPI”) and
Xxxxx Xxxx, Gulfstream Financial Partners, LLC (“Gulfstream”), and Beacon
Investments, Inc. (“Beacon”)
|
Dear
Xxxxx:
This
letter reflects the understanding between you, Gulfsteam and Beacon, on one
hand, and HPI, on the other hand, regarding the payment by HPI of its
outstanding obligations to such parties. As of December 29, 2006, HPI
acknowledges that it has debt obligations to you and Gulfstream and Beacon,
two
wholly owned affiliates of yours, in the aggregate amount of $653,500 in
principal and interest (the “Obligations”). In full satisfaction of the
Obligations, HPI has agreed to, on the date of your execution and delivery
of
this letter to HPI:
1. Issue
and
deliver to you 100,000 fully paid and non-assessable shares of HPI’s common
stock (the “Shares”). HPI further agrees that it will register the resale of the
Shares on the next registration statement (other
than any registration on Form X-0, X-0 or any other similarly inappropriate
form) that it files with the Securities and Exchange Commission; and
2. Transfer
to you, via wire transfer, $200,000.
By
execution of this letter below, upon receipt by you of the above-referenced
payments and stock, you, Gulfstream and Beacon hereby:
(i)
agree
that such payments and stock shall constitute payment in full of the Obligations
as of the date of execution and delivery of the letter;
(ii)
represent and warrant to HPI that there are no other liabilities on account
of
any indebtedness owed by HPI or its subsidiaries to you, Gulfstream and Beacon;
and
(iii)
release HPI and its directors and officers from any and all claims, demands,
actions, causes of action, suits, debts, damages, judgments, obligations,
liabilities, costs, expenses, attorneys’ fees, and executions, whatsoever,
whether known or unknown, asserted or unasserted, actual or potential,
individual or joint, direct or indirect, fixed or contingent, in law or equity,
of every kind and nature whatsoever, which you, Gulfstream or Beacon ever had,
now has, or hereafter can, shall, or may have, or claim to have, against HPI
or
its officers and directors with respect to the Obligations.
Please
acknowledge your agreement to the terms of this letter by signing below and
returning a copy to HPI via facsimile at (000) 000-0000, with the original
sent
to: Hydrogen Power, Inc., 0000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000,
Attn: Xxxxx Xxxxxx.
Please
contact me at (000) 000-0000 if you have any questions or comments relating
to
the terms of this letter.
Hydrogen
Power, Inc.
By
/s/
Xxxxxxx Xxxxxxxx
Director
Acknowledged
and Agreed to:
/s/
Xxxxx Xxxx Date
12/29/2006
Gulfstream
Financial Partners, LLC
By
/s/
Xxxxx Xxxx Date
12/29/2006
Its
President
Beacon
Investments, LLC
By
/s/
Xxxxx Xxxx Date
12/29/2006
Its
President
