AGREEMENT
Agreement made this 10 day of December, 2006 by and between New Valu,
Inc. ("Lender") and Xxxx Xxxxxx ("Guarantor")
W I T N E S S E T H
WHEREAS, Lender has loaned to Genco Power Solutions, Inc. ("Genco"),
the sum of Two Million One Hundred Thousand and 00/100 Dollars ($2,100,000.00)
pursuant to a Promissory Note and Loan Agreement each dated May 8, 2006, as
modified by Modification to Loan Agreement dated September 5, 2006 (collectively
the "Loan"); and
WHEREAS, Guarantor has personally guaranteed the obligations of Genco
under the Loan pursuant to a Commercial Guaranty executed by Guarantor (the
"Xxxxxx Guaranty"); and
WHEREAS, Guarantor has been advised that Adsouth, Inc. and Adsouth
Partners, Inc. have been released from their guarantees of the Loan pursuant to
an Agreement executed simultaneously herewith and Guarantor, in consideration of
his continued employment at Genco, agrees as follows:
NOW THEREFORE, in consideration of one and 00/100 dollars ($1.00) and
other good and valuable consideration, a receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Guarantor hereby confirms that his Guaranty dated May 8, 2006
is in full force and effect with respect to the Loan
notwithstanding the release of Adsouth, Inc. and Adsouth
Partners, Inc. as Guarantors of the Loan and that Guarantor
has no defenses or offsets to the Guaranty.
2. Guarantor agrees that all obligations of Genco to Guarantor
are hereby forgiven, including any deferred compensation owed
by Genco to the Guarantor and that no further indebtedness
exists between Genco and Guarantor.
3. The Guarantor agrees to cause the common stock which he and
his wife own in
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Adsouth, Inc. to be transferred to the Lender, by documents to
be executed within fifteen (15) days from the date hereof.
4. Guarantor agrees that his employment agreement with Genco is
terminated and that he and Genco will negotiate in good faith
to enter into a new employment agreement within ten (10)
business days. Genco has executed this Agreement to
acknowledge the above.
5. This Agreement shall bind the heirs, administrators,
successors and assigns of the parties hereto.
(Remainder of page intentionally left blank)
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IN WITNESS WHEREOF the parties have executed this Agreement
the day and year first written above.
NEW VALU, INC.
By: /S/ Xxxxxx Kaufman___________
Name: Xxxxxx Xxxxxxx
Title: Vice President
/S/ Xxxx Acunto__________________
Xxxx Xxxxxx
GENCO POWER SOLUTIONS, INC.
By: /S/ Xxxx Acunto______________
Name: Xxxx Xxxxxx
Title: Chief Executive Officer
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STATE OF NEW YORK )
) ss:
COUNTY OF )
On the 11 day of December in the year 2006, before me, the
undersigned, personally appeared Xxxxxx Xxxxxxx as Vice President for
NEW VALU, INC., personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.
Notary Public
STATE OF FLORIDA )
) ss:
COUNTY OF BROWARD )
On the 10 day of December in the year 2006, before me, the
undersigned, personally appeared XXXX XXXXXX, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.
Notary Public
STATE OF FLORIDA )
) ss:
COUNTY OF BROWARD )
On the 10 day of December in the year 2006, before me, the
undersigned, personally appeared Xxxx Xxxxxx as Chief Executive Officer
for GENCO POWER SOLUTIONS, INC., personally known to me or proved to me on the
basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument.
Notary Public
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