EXHIBIT 10.2
TERMINATION AGREEMENT
TERMINATION AND RELEASE AGREEMENT, dated as of July 12, 2004 (this
"Agreement"), between AMCO TRANSPORT HOLDINGS, INC., a Delaware corporation
("AMCO") and BESTWAY COACH EXPRESS, INC., a New York corporation ("Bestway").
BACKGROUND
The parties desire to terminate that certain share exchange agreement,
dated June 28, 2002, among AMCO, Bestway and the shareholders of Bestway, as
amended by Amendment No. 1 thereto, dated July 24, 2002 and Amendment No. 2
thereto, dated November 13, 2002 (such agreement as so amended, the "Share
Exchange Agreement"). Pursuant to Section 13.11 of the Share Exchange Agreement,
the board of directors of Bestway and AMCO by separate written consents, dated
as of the date of this Agreement, unanimously resolved to terminate the Share
Exchange Agreement as of the date hereof through this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements set forth herein
and for such other good and valuable consideration the receipt and adequacy of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. TERMINATION AND RELEASE. The Share Exchange Agreement is hereby
terminated and of no further force and effect. In consideration of the mutual
promises herein contained and such other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, each party hereto hereby
releases and forever discharges the other party hereto, its officers, directors,
employees, agents and representatives from any and all claims, liabilities,
suits and damages arising or in any way related to the Share Exchange Agreement
and agrees not to commence any such suit or make any such claim against the
other party, its officers, directors, employees, agents or representatives. Each
party hereto represents and warrants to the other party that he has not made any
such claim or suit prior to the date hereof.
2. MISCELLANEOUS. This Agreement constitutes the entire agreement between
the parties regarding the subject matter hereof and supersedes all prior
understandings, agreements, or representations by or between the parties,
written or oral, to the extent they related in any way to the subject matter
hereof. No changes, modifications, or waivers to this Agreement will be
effective unless in writing and signed by both parties. In the event that any
provision hereof is determined to be illegal or unenforceable, that provision
will be limited or eliminated to the minimum extent necessary so that these
terms and conditions shall otherwise remain in full force and effect and
enforceable. The terms and conditions of this Agreement shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to the conflicts of law principles thereof. Neither party may assign its
rights or delegate its duties under this Agreement without the express prior
written consent of the other party. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which,
together, shall constitute one and the same instrument. Facsimile execution and
delivery of this Agreement is legal, valid and binding execution and delivery
for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
AMCO:
AMCO TRANSPORT HOLDINGS, INC.
By: /S/ XXXXXX XXXXX
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Xxxxxx Xxxxx, President
BESTWAY:
BESTWAY COACH EXPRESS, INC.
By: /S/ XXXXXX XXXXX
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Xxxxxx Xxxxx, President
