EXHIBIT 10.2
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STOCK PLEDGE TERMINATION AGREEMENT
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THIS STOCK PLEDGE TERMINATION AGREEMENT dated as of May 18, 1999 (the
"Agreement") is entered into by and between Saf T Lok Incorporated, a Florida
corporation ("STL") and United Safety Action, Inc., a New York corporation
("United").
WHEREAS, STL and United entered into a Non-Exclusive Distribution and
Pricing Agreement (the "Distribution Agreement") to provide for the distribution
by United of certain gun locking devices manufactured by STL, subject to the
terms set forth in the Distribution Agreement; and
WHEREAS, as an inducement to United to perform its obligations under the
Distribution Agreement, STL issued and delivered to United 1,000,000 shares of
STL Common Stock (the "Shares") which Shares were pledged by United for the
benefit of STL, pursuant to a Stock Pledge Agreement dated as of February 11,
1998 between STL and United, to secure United's obligations under the
Distribution Agreement (the "Stock Pledge Agreement"); and
WHEREAS, STL and United have entered into an Amendment and Termination of
the Distribution Agreement on the date hereof terminating the Distribution
Agreement, except as otherwise provided in such Amendment (the "Amendment"); and
WHEREAS, STL and United desire to terminate the Stock Pledge Agreement in
the manner set forth herein.
NOW THEREFORE, for good and valuable consideration the adequacy of which is
hereby acknowledged, the parties hereto agree as follows:
1. Termination. Notwithstanding anything to the contrary contained in the
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Distribution Agreement or the Stock Pledge Agreement, STL and United hereby
agree to terminate the Stock Pledge Agreement subject to the express terms set
forth herein, effective as of the date first set forth above. United hereby
waives and relinquishes any rights to the Shares and agrees that STL shall be
entitled to cancel such Shares at any time following United's execution and
delivery of this Agreement and the Assignment Separate From Certificate attached
as Exhibit A.1. United and STL mutually release the other from any claims that
it may have arising from the issuance and delivery of the Shares and United
waives all rights that it has or may be deemed to have to the Shares.
2. Representations and Warranties of United. United hereby represents and
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warrants to STL that it has not granted or otherwise conveyed any rights in the
Shares to any third party and further represents and warrants that neither it
nor any third party has or will have
any right in the Shares. United and STL mutually represent and warrant that each
is entering into this Agreement as a further inducement for the other to enter
into and execute the Amendment.
3. Further Assurances. United and STL agree and covenant that each will
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execute promptly such other documents and instruments as shall be requested by
the other to effectuate the purposes of this Agreement, but in any event within
three (3) business days of the receipt of any such request, any such request to
be deemed received upon delivery by facsimile to: Xxxxxx X. Xxxxx, Esquire,
Xxxxx & Xxxxxxx, LLP, 0000 X Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000,
Fax: (000) 000-0000, on behalf of STL, and Xxxxxx X. Xxxxxxxx, Esquire, Xxxxx
Xxxxx Xxxxxx Xxxxxxxx & Xxxxxxx, P.C., 000 Xxxx 00/xx/ Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Fax: (000) 000-0000, on behalf of United.
4. Assignment Separate From Certificate. Upon execution of this
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Agreement, United will execute and deliver to STL the Assignment Separate From
Certificate attached as Exhibit A-1.
5. Governing Law. This Agreement and any disputes or claims arising under
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this Agreement shall be governed by the laws of the State of New York without
regard to principles of conflicts of law.
6. Counterparts. This Agreement may be executed in counterparts, each of
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which shall be deemed an original and all of which shall constitute one and the
same Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
SAF T LOK INCORPORATED
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Its: Chairman
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UNITED SAFETY ACTION, INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Its: President
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