AGREEMENT
This Agreement is by and between Ethika Corporation, (Ethika) and Alanco
Environmental Resources Corporation (Alanco).
WHEREAS, Ethika is the lessor of certain equipment lease wherein Xxx Xxx, Inc.,
a wholly owned subsidiary of Alanco is the lessee (the Ethika - Xxx Xxx Leases);
and
WHEREAS, Ethika and Alanco desire that as set forth below, Ethika assign unto
Alanco all right, title and interest it has in the Ethika-Xxx Xxx Leases in
consideration of the below described payment and promissory note.
THEREFORE, Ethika and Alanco agree as follows:
1. Assignment of Ethika-Xxx Xxx Leases. Within two days of the execution of this
Agreement by both Parties, Ethika shall tender to Alanco the Assignment of the
Ethika-Xxx Xxx Leases attached hereto as Exhibit A.
2. Payment and Promissory Note. Within two days of the execution of this
Agreement by both Parties, Alanco shall tender to Ethika $12,000 and the
Promissory Note attached hereto as Exhibit B.
3. Representation and Warranties of Ethika. Ethika represens and warrants to
Alanco that it is and has been the Lessor of the Ethika-Xxx Xxx Leases and that
said Leases are free and clear of all liens and encumbrances and that the
assignment of said Leases as set forth in this Agreement does not breach or
cause a default upon any contract or agreement to which Ethika is a party.
Furthermore, Ethika represents and warrants that it has all requisite corporate
power and authority to execute and perform this Agreement which have been duly
authorized by the Board of Directors of Ethika.
4. Representations and Warranties of Alanco. Alanco represents and warrants to
Ethika that it has all requisite corporate power and authority to execute and
perform this Agreement which have been duly authorized by the Board of Director
of Alanco.
5. Governing Law. This Agreement and the legal relations among the Parties
hereto shall be governed by and construed in accordance with the laws of the
State or Arizona and that the State or Federal Courts of Arizona shall be the
jurisdiction in which any legal proceedings relative to this Agreement shall be
brought.
6. Entire Agreement. This Agreement, including the other documents referred to
herein, embodies the entire agreement and understanding of the Parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties, convenants, or undertakings, other than those expressly
set forth or referred to herein. This Agreement supercedes all prior agreements
and understandings between the Parties with respect to such subject matter.
Executed By the Parties Hereto As of the Dates Indicated:
ETHIKA CORPORATION ALANCO ENVIRONMENTAL
RESOURCES CORPORATION
/s/XXXXXX XXXXXXXXX /s/XXXXXX X. XXXXXXXX
Xxxxxx Xxxxxxxxx, President Xxxxxx X. Xxxxxxxx,
March 12, 1999 Chairman & CEO
March 12, 1999
Page 1 of 1
EXHIBIT A
ASSIGNMENT
FOR VALUE RECEIVED, Ethika Corporation hereby sells, assigns and conveys to
Alanco Environmental Resources Corporation:
All right, title and interest it has in and to those certain equipment leases by
and between Ethika Corporation and Xxx Xxx, Inc., including but not limited to
all right, title and interest it has in the equipment subject to said leases.
WITNESS my hand and seal this 12th day of March, 1999.
Ethika Corporation
/s/XXXXXX XXXXXXXXX
Xxxxxx Xxxxxxxxx, President
Exhibit B
PROMISSORY NOTE
$128,000 March 12, 1999
Alanco Environmental Resources Corporation (the Promisor) for value received
does promise to pay to the order of Ethika Corporation (the Holder) at the
office of its attorney, Xxxxxx Xxxxxxxxx, 00000 X. 0X0xx Xx., Xxxxxxxxxxx,
Xxxxxxxx, ONE HUNDRED TWENTY EIGHT THOUSAND DOLLARS ($128,000.00), in sixteen
monthly installments of EIGHT THOUSAND DOLLARS ($8,000) beginning April 15, 1999
and continuing thereafter on the fifteen day of each month through July 2000.
In the event the fifteen of any month is a weekend or holiday, the payment shall
be due on the next business day. In the event payment is not received on its due
date, the Holder shall promptly notify the Promisor of such non-reciept and the
Promisor shall have three business days in which to tender the payment without
the occurance of a default.
It is further agreed that if any payment is not made when due and remains
uncured following the above notice, a penalty in the amount of THIRTY THOUSAND
DOLLARS $30,000) shall become due and owing, all remaining payments shall become
immediately due and owing and the entire default principal shall thereafter
accrue interest at the rate of eighteen percent (18%) per annum. The Promisor
also agrees to pay all reasonable costs of collection, including reasonable
attorneys fees.
This Promissory Note shall be construed and enforced in accordance with the laws
of the United States and the State of Arizona without regard to conflicts of
law. In the event that any dispute should arise pertaining to this Promissory
Note, the Parties agree that jurisdiction shall vest only in the state or
federal courts located in Scottsdale, Arizona in order to resolve such dispute.
ALANCO ENVIRONMENTAL RESOURCES CORPORATION
(the Promisor)
/s/XXXXXX X. XXXXXXXX
By: Xxxxxx X. Xxxxxxxx, Chairman & CEO
/s/XXXX X. XXXXXXX
Xxxx A, Xxxxxxx, Senior V.P. & CFO
