EXHIBIT 3
AGREEMENT TO TERMINATE CONTRACT
Agreement made this _______day of November, 2003, between Patriot
Motorcycles Corp., a California corporation, Steel Dreams Productions Inc, a
Kentucky Corporation, Steel Dreams Event Corp, a Kentucky Corporation ( Steal
Dreams Event Corp and Steel Dreams Productions Inc are together referred to as
"Steel Dreams" ) and Xxxxxx Xxxxxx, and individual and stockholder in Patriot
Motorcycles Corp and Messrs. G. Xxxxxxx Xxxxxxx, Xxxx Xxxxx and Xxx Xxxxxx all
individuals and stockholders in Steel Dreams, all of which are referred to as
the "Parties." Steel Dreams Event Corp and Steel Dreams Production Corp. are
together referred to as "Steel Dreams."
WHEREAS, The individuals and entities set forth above are Parties to a contract
or contracts either verbal or written dated on or about February 1, 2003 and,
WHEREAS, The Parties deem it to be in their best interest to terminate said
contract or contracts and,
WHEREAS, the undersigned hereby certify that they are fully qualified to sign
as individuals and on behalf of the entities set forth herein and,
WHEREAS, the Parties represent that they have passed the necessary
corporate/company resolutions in compliance with their By-laws and any
appropriate state laws and their said resolutions are now in full force without
modification or recession.
W I T T N E S S E T H
NOW THEREFORE, in consideration of the representations and warranties and the
mutual promises herein set forth it is hereby agreed as follows:
1. Termination of Contract(s) - The Parties agree that all contracts between
them past or present, oral or in writing, whether attached to this Agreement or
not are hereby terminated in their entireties and are considered null and void
and without effect.
2. Agreement of Steel Dreams; Messrs Xxxxxxx, Green and Rapier - Steel Dreams
and Messrs Xxxxxxx, Green and Rapier acknowledge that it/they has/have not
received nor are they owed any interest in any stock, convertible stock, stock
options, income, compensation or consideration of any kind whatsoever in or by
Patriot Motorcycles Corp or in any of the Patriot Motorcycle stock owned by
Xxxxxx Xxxxxx.
3. Agreement of Patriot Motorcycles - Patriot Motorcycles Corp. hereby
acknowledges, that it has not received nor is it owed any interest in any stock,
convertible stock, stock options, income, compensation or consideration of any
kind whatsoever in or by Steel Dreams. Further more, Patriot Motorcycles Corp.
hereby indemnifies, to the extent allowable by the laws of the State of
California, Messrs. Xxxxxxx, Green and Rapier for their service as directors and
officers of that company.
4. Agreement of Xxxxxx Xxxxxx- Xx. Xxxxxx hereby acknowledges that he has
not received nor is he owed any interest in any stock, convertible stock, stock
option, income, compensation or consideration of any kind whatsoever from Steel
Dreams and hereby indemnifies, to the extent allowable by the laws of the State
of California, Messrs. Xxxxxxx, Green and Rapier for their service as directors
and offices of that company.
5. Notices - All notices sent under this Agreement must be in writing, and
may be sent only by personal delivery, registered or certified mail (return
receipt requested), or by overnight air express (or courier shipment if outside
the United States) if such services actually provides proof of mailing. The day
of mailing of any such notice will be deemed the date of the giving thereof
(except notices of change of address, the date of which will be the date of
receipt by the receiving party). Facsimile transmissions will not constitute
valid notices hereunder, whether or not actually received.
6. Governing Law - This Agreement has been entered into the State of Kentucky,
and the validity, interpretation and legal effect of this Agreement shall be
governed by the laws of the State of Kentucky applicable to contracts entered
into and performed, entirely within the State of Kentucky. Kentucky courts
(state and federal), only, will have jurisdiction of any controversies regarding
this Agreement, any action or other proceeding which involves such a controversy
will be brought in those courts and not elsewhere. Any process in any such
action or proceeding may, among other methods, be served on any of the Parties
by delivering it or mailing it, by registered or certified mail directed to the
address first above written or such other address as may be designated.
Pursuant to this Agreement, any such process may, among other methods, be served
by delivering the process or mailing it by registered or certified mail,
directed to the address first above written or such other address as may be
designated in the manner prescribed in this Agreement. Any such delivery or
mail service shall be deemed to have the same force and effect as personal
service within the State of Kentucky.
7. Default -. No default or breach hereunder shall be deemed material unless
the party claiming such default or breech shall be given written notice of such
claim to the party charged, by certified mail, return receipt requested, and
unless the party charged shall fail to cure the said default or breach within
thirty (30) days after receipt of such notice.
8. Severability; Heading; Entire Agreement; Waiver; Remedies- The invalidity or
unenforceability of any provision hereof will not affect the validity or
enforceability of any other provision hereof. The paragraph headings contained
in this Agreement are for the convenience of the parties hereto and shall have
no effect on this Agreement or the interpretation thereof. This Agreement sets
forth the entire understanding between the parties hereto with respect to the
subject matter hereof, supersedes all prior agreements, understandings, and
arrangements, and no change, modification, amendment, waiver, termination or
discharge of this Agreement shall be binding unless confirmed by a written
instrument signed by an authorized representative of the Parties. No waiver of
any provision of or default under this Agreement shall constitute a waiver of
compliance thereafter with the same or any other provision or of its right to
enforce the same or any other provision thereafter. All remedies, rights,
undertakings and obligations contained in this Agreement are cumulative, and
none of them are in limitation of any other remedy, right, undertaking or
obligation of any party.
9 Legal Representation -The Parties represent that they have read this Agreement
and/or had the legal effect of its provisions explained by a lawyer of their own
choosing.
IN WITNESS WHERE OF, the parties hereto have executed this Agreement on the day
and year hereinabove first written.
PATRIOT MOROTCYCLES CORP STEEL DREAMS PRODUCTIONS CORP
/s/ G. Xxxxxxx Xxxxxxx /s/ Xxx Xxxxxx
By ----------------------- By ----------------
Print Name: G. Xxxxxxx Xxxxxxx Print Name: Xxx Xxxxxx
-------------------- -------------
Title: CEO Title: CEO
--- ---
STEEL DREAMS EVENT CORP
/s/ Xxx Xxxxxx
By ----------------------
Print Name: Xxx Xxxxxx
-----------
Title: CEO
-------- ---
G. XXXXXXX XXXXXXX (AN INDIVIDUAL)
/s/ G. Xxxxxxx Xxxxxxx
_____________________________
XXXX XXXXX ( AN INDIVIDUAL)
/s/ Xxxx Xxxxx
_____________________________
XXX XXXXXX ( AN INDIVIDUAL)
/s/ Xxx Xxxxxx
______________________________
XXXXXX XXXXXX ( AN INDIVIDUAL)
/s/ Xxxxxx Xxxxxx
______________________________
