TERMINATION OF AGREEMENTS TO
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PURCHASE THE STOCK AND ASSETS OF
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HMGT OF CORPUS CHRISTI, INC. AND
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XXXXX ENTERPRISES, INC.
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This Termination of Agreements to Purchase the Stock and Assets of HMGT
of Corpus Christi, Inc. and Xxxxx Enterprises, Inc. (the "Termination
Agreement") is entered into by and among Ameri-First Financial Group, Inc.
("AMFR") and Amerand Corporation ("Amerand").
Recitals
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WHEREAS, on August 1, 2000, the parties hereto entered into that
certain Purchase Agreement and that certain Stock Purchase Agreement (there
being one agreement for the purchase of the stock of HMGT of Corpus Christi,
Inc. and one agreement for the purchase of the stock of Xxxxx Enterprises, Inc.)
whereby AMFR was to purchase the stock and assets of HMGT Corpus Christi, Inc.
and Xxxxx Enterprises, Inc. from Amerand Corporation(the "Stock Purchase
Agreements"); and
WHEREAS, Amerand and AMFR desire to terminate the Stock Purchase
Agreements.
NOW, THEREFORE, in consideration of the foregoing premises, the parties
intend by the execution of this Termination Agreement, to completely and totally
terminate the Stock Purchase Agreements and agree as follows:
Agreement
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1. Termination of Stock Purchase Agreements. By execution of this
Termination Agreement, the parties hereto terminate the Stock Purchase
Agreements.
2. Termination of Obligations. By execution of this Termination
Agreement, the parties hereto represent, acknowledge, and agree that the
termination of the Stock Purchase Agreements concludes, terminates, and ends all
obligations of the parties to each other that relate in any way to the Stock
Purchase Agreements and/or the property referenced in said Stock Purchase
Agreements.
3. Waiver of Any and All Claims. By execution of this Termination
Agreement, the parties hereto represent, acknowledge, and agree that they hereby
waive any and all claims to or for compensation or interest in and to the
property referenced in the Stock Purchase Agreements. All consideration paid in
relation to the Stock Purchase Agreements shall be retained by Purchaser as an
offset for, and as additional consideration for, the obligations and amounts due
pursuant to that certain Mutual Release, Compromise, and Settlement Agreement by
and between Amerand Corporation, HomeGate Corporation, Xxxxxxxxx Consulting,
Inc. and VPS I, L.P., as Plaintiffs, and Ameri-First Financial Group, Inc.,
Ameri-First Securities, Inc., Ameri-First Financial Corporation, Ameri-First
Holdings, Inc., Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx XX, Xxxxx Xxxxxxx, Xxxxxx
Xxxxx and Xxxxxx Xxxxxx, as Defendants.
TERMINATION OF AGREEMENT - Page 1
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4. Release of AMFR. Upon the full execution of this Termination
Agreement by the parties, Amerand hereby releases AMFR (and its employees,
agents, attorneys, heirs, successors, and assigns, as applicable) of and from
any claims of any type whatsoever, whether known or unknown, which Xxxxxxx has
or may claim to have against AMFR, arising out of any event, occurrence, or
circumstance, up to and through the date of the signing of this Termination
Agreement, including, but not limited to, claims relating to the Stock Purchase
Agreements.
5. Release of Amerand. Upon the full execution of this
Termination Agreement by the parties, AMFR hereby releases Amerand (and their
shareholders, directors, officers, employees, agents, attorneys, heirs,
successors, and assigns, as applicable) of and from any claims of any type
whatsoever, whether known or unknown, which AMFR has or may claim to have
against Amerand, arising out of any event, occurrence, or circumstance, up to
and through the date of the signing of this Termination Agreement, including,
but not limited to, claims relating to the Stock Purchase Agreements.
6. Knowledge of Effect of Termination Agreement. The parties
acknowledge, represent, and warrant that they have read this Termination
Agreement and that they are fully aware of the nature and effect of the
provisions set out in this Termination Agreement, and the parties acknowledge
without reservation that they fully understand and consent to all the terms of
this Termination Agreement. The parties further warrant that they fully
understand this Termination Agreement to be a complete, total, and final
termination of the Stock Purchase Agreements and that by the execution of this
Termination Agreement, they waive any and all claims to or for compensation or
an interest in and to the property referenced in the Stock Purchase Agreements.
The parties warrant and represent that each executes this Termination Agreement
with proper authority, corporate or otherwise, and without reliance on any
representations of any kind not specifically set forth herein.
7. Form and Law Governing This Termination Agreement. This
Termination Agreement is entered into and performable in Dallas County, Texas,
and the rights and obligations of the parties shall be governed by and construed
in accordance with the laws of the State of Texas.
8. Multiple Counterparts. This Termination Agreement may be
executed in any number of counterparts, each copy of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
9. Amendments. This Termination Agreement may not be changed,
waived, discharged, or terminated orally, but only by an instrument in writing
signed by the parties against whom the enforcement of the change, waiver,
discharge, or termination is sought.
TERMINATION OF AGREEMENT - Page 2
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EXECUTED to be effective as of November 1, 2000.
AMERI-FIRST FINANCIAL GROUP, INC., AMERAND CORPORATION,
a Nevada corporation a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxx
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Xxxxxxx X. Xxxxxxx, CEO Xxxx X. Xxxx, President
TERMINATION OF AGREEMENT - Page 3
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