EXHIBIT 10.2
INTERIM AGREEMENT
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This agreement is made this 3 day of November, 2006 by and among BlueStar
Health, Inc., a Colorado corporation maintaining an address at 00000 Xxxxxxxxx
Xxxxxxx, Xxxxx Xxxx, XX 00000 ("BlueStar"), Gold Leaf Homes, Inc., a Texas
corporation maintaining business offices at 0000 XX 0000, Xxxxxxxx, XX 00000,
("Gold Leaf"), Xxx Xxxxxx ("Xxxxxx"), and Xxxxxx X. Xxxxxxx ("Xxxxxxx") each of
which may be referred to as a "Party" or cumulatively the "Parties".
Each of the Parties was a party to an Asset Purchase Agreement ("Asset
Purchase") dated as of February 13, 2006 or one or more of the ancillary
agreements related to the Asset Purchase. The Asset Purchase, among other
things, provided for the purchase of certain assets of Gold Leaf by BlueStar and
was accompanied by certain ancillary agreements: Transition Agreement,
Consulting Agreement, and Escrow Agreement, together the "Asset Transaction
Documents".
By entering into this Interim Agreement, ("Agreement"), the Parties agree to the
following:
ONE: The purchase of Gold Leaf assets contemplated in the Asset Transaction
Documents, despite considerable effort, has not been consummated and its
consummation appears impracticable; and
TWO: the Parties agree to rescind the transactions contemplated in the Asset
Transaction Documents (the "Transactions") in a manner which is fair and
equitable and places the Parties insofar as practical, back in the positions
existing prior to the execution of the Asset Transaction Documents or their
predecessor documents related to an attempted merger transaction between Gold
Leaf and BlueStar in 2005; and
THREE: the first step in rescinding the Transactions is to return control of
BlueStar to Xxxxxxx or his nominee in order to commence preparation of
BlueStar's delinquent reports due to the Securities and Exchange Commission,
restore BlueStar to current reporting status with the SEC and restore trading in
BlueStar's common stock on the NASDAQ bulletin board; and
FOUR: the next step will be for the Parties to continue their good faith
negotiations towards settling claims related to the Transactions; and
FIVE: reach agreement on a comprehensive settlement of all claims between the
Parties.
In consideration of the above agreements, the Parties hereby agree to undertake
the following specific obligations and covenants:
1.0 Obligations of Gold Leaf and Xxxxxx.
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A. Control of BlueStar
Xxxxxx shall concurrently with the execution of this Agreement execute
and deliver the Action by Written Consent and resignation attached
thereto as Exhibit A to Xxxxxxx. Xxxxxxx has designated Xx. Xxxxxxx X.
Xxxxxxxxx as his nominee to serve as director and the officer of
BlueStar in his place.
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B. Control of BlueStar Assets
Gold Leaf and Xxxxxx, to the extent they have possession or control of
any BlueStar property, bank accounts or other assets, shall deliver
them to Xxxxxxx X. Xxxxxxxxx, the representative of Xxxxxxx and
successor director and president of BlueStar.
C. Gold Leaf and Xxxxxx shall, if required by Securities and Exchange
Commission Regulations applicable to BlueStar, provide access to and
allow copying of relevant Gold Leaf financial accounting records for
the period commencing February 13, 2006 to the date of this Agreement,
upon reasonable notice from BlueStar.
D. Good Faith Negotiations
Gold Leaf and Xxxxxx shall continue to participate in good faith in
settlement negotiations to resolve the various claims between the
Parties.
2.0 Obligations of BlueStar and Xxxxxxx
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X. Xxxxxxx and BlueStar shall undertake reasonable commercial efforts
to promptly restore BlueStar to current reporting status with the Securities and
Exchange Commission and restore trading in its common stock on the NASDAQ
bulletin board.
B. BlueStar shall execute any appropriate documents indicating
ownership of Gold Leaf assets was not transferred to BlueStar in connection with
the Transactions. In the event any Gold Leaf assets were transferred to
BlueStar, such as development interests in the Legendary Oaks or TimberWood
projects, BlueStar shall effectively reconvey such transferred assets to Gold
Leaf by quitclaim or assignment.
C. BlueStar disclaims any right or ownership interest in the name Gold
Leaf Homes.
X. Xxxxxxx and BlueStar shall continue to participate in good faith in
settlement negotiations to resolve the various claims among the Parties.
3.0 Settlement of Claims Not Effected By Agreement
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The Parties agree that this Interim Agreement shall have no effect of
waiving or settling the claims certain of the Parties have asserted against
other Parties in connection with the Transactions (the "Claims"). All Claims
remain open and may, in the event good faith settlement negotiations fail to
resolve them, be asserted through the dispute resolution process specified in
the Asset Purchase Documents, or as otherwise agreed among the Parties.
4.0 Notices
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All notices or other communications required or permitted to be given pursuant
to this Agreement shall be in writing and shall be considered as properly given
or made if delivered as provided in the Asset Purchase Documents, with the one
addition that a copy of any notice to Xxxxxxx shall also be provided to Xxxx X.
Xxxxxxxxx, Esq., 00000 Xxx Xxxxxxxx, Xxxxxx, XX 00000, Telephone 000-000-0000,
Fax: 000-000-0000 and email: xxxx@xxxxxxxxxxxx.xxx.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
day and year first above written.
BLUESTAR HEALTH, INC. GOLD LEAF HOMES, INC.
By: /s/ By: /s/
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Xxxxxxx X. Xxxxxxxxx Xxx Xxxxxx, President
President
XXXXXX X. XXXXXXX XXX XXXXXX
By: /s/ By: /s/
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Xxxxxx X. Xxxxxxx Xxx Xxxxxx
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