AMENDMENT TO SETTLEMENT AGREEMENT
This Amendment to Settlement Agreement ("Amendment") is entered into on
the 19th day of November, 1997 by and between Westmark Group Holdings, Inc., a
Delaware Corporation, ("WGHI") and Xxxxxxx X. Xxxxxxx ("Xxxxxxx") and Xxxxx
Xxxxx ("Xxxxx") and is made in reference to the following:
RECITALS
WHEREAS, WGHI, Xxxxxxx and Xxxxx entered into a Settlement Agreement on
or about January 23rd, 1997, and
WHEREAS, WGHI is in default with respect to said Settlement Agreement,
and
WHEREAS, WGHI desires to amend said Settlement Agreement and Xxxxxxx
and Xxxxx have agreed to the request of WGHI to so modify,
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth and other covenants and conditions contained herein, WGHI,
Xxxxxxx and Xxxxx agree as follows:
1. PRIOR PAYMENTS TO XXXXXXX. Xxxxxxx acknowledges receipt of the
following payments from WGHI:
A. RENTAL OBLIGATIONS. $13,800 in full and final settlement and
satisfaction of the rental obligations set forth in Paragraph 2 of
the aforementioned Settlement Agreement.
B. CONSULTING FEES. Xxxxxxx and WGHI mutually agree that the accrued
consulting fees through September 30, 1997 total $105,000. Xxxxxxx
acknowledges the receipt of $104,281.87 with respect to said
consulting fees and WGHI and Xxxxxxx acknowledge a balance due of
$718.30 through September 30th, 1997. Consulting fees for the
month of October have been paid in full. Consulting fees for the
balance of the consulting agreement shall be paid twice monthly in
the sum of $3,750 per payment.
C. ACCRUED CONSULTING FEES: $718.13 in full and final settlement and
satisfaction of all unpaid consulting fees through September 30,
1997.
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D. BUSINESS EXPENSES. $1,000 in full and final settlement and
satisfaction of unpaid business expenses referred to in Paragraph
1(d) of the Settlement Agreement.
E. AUTOMOBILE LEASE EXPENSES. $5,400 in full and final settlement and
satisfaction of all automobile lease expenses referred to in
Paragraph 4 of said Settlement Agreement.
2. XXXXXXX UNPAID SALARY. WGHI and Xxxxxxx mutually agree that the
balance of unpaid salary referenced in Paragraph 1 of said Settlement Agreement
is $229,000, which amount has been due and owing since November of 1995 and has
been convertible into common stock of WGHI since said date. Xxxxxxx covenants
and agrees to convert said obligation into a sufficient number of shares of
restricted common stock of WGHI to realize net proceeds in the sum of $215,532
in full and final settlement and satisfaction of all unpaid salary pursuant to
Paragraph 1 of the Settlement Agreement. Said shares shall be sold in two
traunches as follows:
A. The first traunche shall be sold no later than two weeks from the
issuance by Corporate Stock Transfer, Inc. of an unrestricted
certificate with a new value of $160,075
B. The second traunche, with a net value of $55,457, shall be sold
within two weeks from the sale of the shares referenced in
subparagraph A hereinabove.
C. WGHI shall cooperate with Xxxxxxx to cause the issuance of
unrestricted shares and the sale thereof.
3. XXXXXXX TERMINATION OF STOCK OPTIONS. WGHI and Xxxxxxx mutually
agree that the option to purchase 125,000 shares of pre-reverse common stock of
WGHI is hereby terminated. Said options were previously granted pursuant to
Paragraph 5 of the Settlement Agreement.
4. XXXXXXX WARRANTS. In addition to the prior grant of a warrant to
purchase 20,000 shares of common stock of WGHI at an exercise price of $4.05 per
share, post reverse, pursuant to Paragraph 5 of the Settlement Agreement, WGHI
hereby grants to Xxxxxxx an additional warrant to purchase 25,000 shares of
common stock of WGHI at an exercise price of %5.00 per share. Said additional
warrant shall expire on January 23, 1998 and must be exercised no later than
said date.
5. PRIOR PAYMENTS TO XXXXX. Xxxxx acknowledges receipt of the following
payments of WGHI:
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A. CONSULTING FEES: $40,000 in full and final settlement and
satisfaction of all accrued consulting fees through May 31, 1997
in full and final satisfaction of the consulting fees referenced
in Paragraph 8 of the aforementioned Settlement Agreement.
B. UNPAID SALARY. $5,000 in partial satisfaction of the unpaid salary
referrred to in Paragraph 7 of said Settlement Agreement.
6. XXXXX UNPAID SALARY. WGHI and Xxxxx mutualy agree that the balance
of unpaid salary referenced in Paragraph 7 of said Settlement Agreement is
$75,000, which amount has been due and owing since November of 1995 and has been
convertible into the common Stock of WGHI since said date. Xxxxx covenants and
agrees to convert said obligation into a sufficient number of shares of
restricted common stock of WGHI to realize net proceeds in the sum of $70,586 in
full and final settlement and satisfaction of all unpaid salary pursuant to
Paragraph 7 of the Settlement Agreement. Said shares shall be sold in two
trunches as follows:
A. The first traunche shall be sold no later than two weeks from the
issuance by Corporate Stock Transfer, Inc. of an unrestricted
certificate with a new value of $52,424
B. The second traunche, with a net value of $18,162, shall be sold
within two weeks from the sale of the shares referenced in
subparagraph A hereinabove.
C. WGHI shall cooperate with Xxxxxxx to cause the issuance of
unrestricted shares and the sale thereof.
7. XXXXXXX TERMINATION OF STOCK OPTIONS. WGHI and Xxxxxxx mutually
agree that the option to purchase 67,000 shares of pre-reverse common stock of
WGHI is hereby terminated. Said options were previously granted pursuant to
Paragraph 9 of the Settlement Agreement.
8. XXXXXXX WARRANTS. In addition to the prior grant of a warrant to
purchase 10,667 shares of common stock of WGHI at an exercise price of $4.05 per
share, post reverse, pursuant to Paragraph 10 of the Settlement Agreement, WGHI
hereby grants to Xxxxxxx an additional warrant to purchase 13,400 shares of
common stock of WGHI at an exercise price of $5.00 per share. Said additional
warrant shall expire on January 23, 1998 and must be exercised no later than
said date.
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Except as hereinafter amended or modified, said Settlement Agreement
shall continue in full force and effect.
Dated November 19, 1997
WASTMARK GROUP HOLDINGS, INC.
By:
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Its:
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XXXXXXX X. XXXXXXX
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XXXXX XXXXXXX
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