Exhibit 10.32
AGREEMENT
THIS AGREEMENT dated the 8th day of April, 1998 is by and between
Environmental Remediation Holding Corporation ("ERHC"), with offices at 0000
Xxxxxxx Xxxxxx, Xxxxxxxxx, XX and White Cloud Development Corp., a Florida
corporation whose shares are held for the benefit of Xxx Xxxx, Xx. or his
assigns ("NEWBASSCORP").
WHEREAS, ERHC acquired Bass American Petroleum Company ("BAPCO") from Bass
in 1997 and subsequently certain assets were purchased by, acquired or
transferred to BAPCO; and
WHEREAS, certain environmental remediation equipment was acquired or
purchased by the ERHC or its predecessor from Bass World Wide Services; and
WHEREAS, ERHC acquired rights in the Chevron Agreement from Xxx Xxxx, Xx.
and/or Bass Environmental Services Worldwide, Inc.; and
WHEREAS, ERHC has reassigned certain assets and authorized the transfer of
the non- divested assets, the environmental remediation equipment, the Chevron
Agreement and all shares in BAPCO to NEWBASSCORP; and
WHEREAS, the Board has rescinded the original acquisition of BAPCO, the
environmental equipment and the Chevron Agreement due to certain clouds in title
of each of them.
NOW THEREFORE, in consideration of the promises contained herein, and other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
1. ERHC assigns all rights, title and interest in the shares of BAPCO, all of
its non-divested assets, its environmental remediation equipment and its
Chevron Agreement as set forth in the agreement between its wholly owned
subsidiary and ERHC of even date, a copy of which is attached hereto and
made a part hereof as Exhibit A, subject only to the liabilities
specifically assumed as set forth therein to NEWBASSCORP.
2. In exchange for the assignment contained in paragraph 1, NEWBASSCORP agrees
to hold all such acquired assets for the benefit of Xxx Xxxx or his assigns
until such time as (1) Xx. Xxxx tenders the four million (4,000,000) shares
of Rule 144 stock issued Xxx Xxxx at the acquisition of BAPCO in April
1997, (2) Xx. Xxxx and/or Bass World Wide Services tenders the seven
hundred forty four (744,000) shares issued for the acquisition of the
environmental remediation equipment, (3) Xx. Xxxx and/or Bass Environmental
Services Worldwide Inc. tenders the three million (3,000,000) shares issued
for the acquisition of the Chevron Agreement, and (4) Xx. Xxxx, Bass World
Wide Services and Bass Environmental Services Worldwide Inc., execute a
and general release in favor of ERHC relinquishing, among other things, all
claims relative to such shares, the original acquisition of such assets and
the transfer of BAPCO as realigned and its assets which are the subject of
this Agreement.
3. At such time as NEWBASSCORP receives tender of any of the shares to be
relinquished in accordance with paragraph 2 above and the full and general
release, NEWBASSCORP agrees to return such shares to ERHC forthwith and to
deliver the pro rata portion of the shares in NEWBASSCORP held for the
benefit of Xx. Xxxx or his assigns to Xx. Xxxx or to his designated
assignee.
4. NEWBASSCORP releases and discharges ERHC from all claims or actions
relative to the original acquisition of BAPCO, the environmental
remediation equipment, the Chevron Agreement and the issuance of shares for
each such acquisition and accepts this assignment as full consideration for
this transaction subject only to the full obligation of ERHC relative to
the liabilities assumed as set forth in Exhibit A.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the
date first above written.
Environmental Remediation Holding Corporation,
ERHC
By_/s/XXXXX XXXXXXXXX,XX.
-----------------------
Xxxxx Xxxxxxxxx, President
NEWBASSCORP
By /s/XXXXXX X. XXXXXXXX
-----------------------------
President White Cloud Development Corp.
STATE OF Florida )
) SS.
COUNTY OF Palm Beach )
I hereby certify that on this day before personally appeared Xxxxx
Xxxxxxxxx, President of Environmental Remediation Holding Corporation, to me
known to be the person who executed the foregoing instrument and acknowledged to
me that he executed the same as his free and voluntary act.
WITNESS, my hand and official seal in the County and State above
written, this 8 day of April, 1999.
/s/ Xxxxxx X. Xxxxxxxx
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Notary Public
My Commission Expires: Feb 18 0000
Xxxxxxxxxx Xx. XX000000
XXXXX XX Xxxxxxx )
) SS.
COUNTY OF Palm Beach )
I hereby certify that on this day before personally appeared Xxxxxx
X. Xxxxxxxx, President of White Cloud Development Corp., to me known to be the
person who executed the foregoing instrument and acknowledged to me that he
executed the same as his free and voluntary act.
WITNESS, my hand and official seal in the County and State above written,
this 8 day of April, 1999.
/s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------
Notary Public
My Commission Expires: Oct 6 0000
Xxxxxxxxxx Xx. XX000000
