WAIVER
Exhibit
99.2
WHEREAS,
on
August 17, 2007, Expedition Leasing, Inc., a Florida corporation (the
“Company”), and Total M.I.S. (“MIS”) entered into a Settlement Agreement (the
“Agreement”) related to a loan from MIS to Expedition Holdings, Inc., the
Company’s wholly owned subsidiary (“EHI”);
WHEREAS,
pursuant to the Agreement, as partial consideration and release of the loan
obligation of EHI, the Company transferred all of the common stock and assets
of
EHI to MIS, including an outstanding inter-company receivable due from the
Company to EHI in the amount of $68,889 (the “Trade Debt”);
NOW,
THEREFORE,
for
valuable consideration which is hereby acknowledged, the parties hereto agree
as
follows:
Section
1. Waiver.
MIS
hereby agrees to waive any and all rights to the Trade Debt set forth in the
Settlement Agreement. MIS further represents and warrants that, as of the date
hereof, the Company does not have any further amounts or obligations due and
outstanding.
Section
2. General Provisions.
(a) MIS
represents and warrants to the Company that the individual(s) signing this
Agreement has been duly authorized to sign the Agreement on behalf of MIS,
and
MIS further represents and warrants that, upon execution, this Agreement shall
be valid, legally binding and enforceable against MIS in accordance with its
terms.
(b) The
Company represents and warrants to MIS that the individual(s) signing this
Agreement have been duly authorized to sign the Agreement on behalf of the
respective entities, and the Company further represents and warrants that,
upon
execution, this Agreement shall be valid, legally binding and enforceable
against the Company in accordance with its terms.
(c) This
Agreement shall be construed and interpreted as a whole and in accordance with
its fair meaning, and without regard to, or taking into account, any presumption
or other rule of law requiring construction or interpretation against the party
preparing this Agreement or any part hereof.
(d) This
Agreement contains the entire agreement and understanding of the parties
concerning the subject matter hereof. All prior and contemporaneous agreements,
representations, negotiations, and understandings of the parties, oral or
written, are merged herein and/or expressly declared void and are superseded
by
this Agreement. The parties warrant that no representations have been made
to or
relied upon by any party to induce the execution of this Agreement except as
set
forth herein.
(e) This
Agreement may not be altered, modified or amended, except in writing signed
by
the party to be bound.
(f) The
parties shall make, execute and deliver all such documents and perform all
such
acts from time to time, prior to and following the consummation of this
Agreement, to carry out the full intent and purpose of this
Agreement.
(g) The
parties hereto each represent and warrant that they have read this Agreement,
understand its terms, have authority to enter into this Agreement, and intend
to
be legally bound thereby.
(h) The
parties hereto each represent and warrant that they have been given an
opportunity to consult with an attorney regarding this settlement and the terms
of this Agreement.
(i) This
Agreement may be executed in multiple counterparts, each of which shall be
an
original, and all of which shall constitute one and the same
agreement.
(j) This
Agreement shall be effective only when it has been fully executed and delivered
by all of the parties hereto.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement on this 4th
day of
December, 2007.
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EXPEDITION
LEASING, INC.
The
“Company”
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| By: /s/ Xxxxx Xxxxxx | |||
|
Xxxxx
Xxxxxx
President
|
|
TOTAL
M.I.S.
“MIS”
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| By: /s/ Xxxxx XxXxxxx | |||
|
Xxxxx
XxXxxxx
President
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