EXHIBIT 10.2
SETTLEMENT AGREEMENT
This settlement agreement, the "Agreement", is made by and between Xxxxxx Xxxx,
individually, "Xxxx", and Focal Corporation, "Focal", a Utah corporation, and
United Native Depository Corporation, "UNDC" a corporation organized under the
laws of the Navajo Nation, who shall be hereinafter be referred to as the
Parties.
RECITALS:
WHEREAS, Xxxx is currently in possession of 1,666,667 shares of common stock in
Focal, the "Xxxx Stock" of which 650,000 shares are free trading and 1,016,667
are restricted, and;
WHEREAS, on July 31, 2001 Xxxx exercised warrants to purchase 850,000 shares of
the Xxxx Stock in consideration for a promissory note, the "Note", made in the
amount of $850,000 which amount is reflected on the books and records of Focal
as a stock subscription receivable, and;
WHEREAS, the Parties intend to modify their agreement to the purchase Focal
stock on terms herein specified, and;
WHEREAS, the Parties intend to settle and release irrevocably certain matters
outstanding between them by entering into this Agreement,
NOW THEREFORE, in consideration of the foregoing recitals, the mutual covenants,
representations and warranties contained herein and for other good and valuable
consideration the existence, sufficiency and receipt of which is hereby
acknowledged, the Parties hereto agree as follows:
1. BANK TRANSFER OF STOCK. Immediately upon execution of this Agreement Xxxx
agrees to send the Give Stock to the Focal Transfer agent with instruction
as follows:
a. The 650,000 shares shall be transferred as to 433,333 shares to the
name of UNDC in twenty certificate of 20,000 shares each and one
certificate for 12,000 shares. As soon as such shares shall be
transferred or re issued, as the case may be, the certificates shall
be delivered to UNDC and Xxxx Respectively
b. The 1,016,667 restricted shares shall be transferred as to 716,667
shares to the name of UNDC and 300,000 shares re issued in the name of
Xxxx, in the case of UNDC in one certificate and in the case of Xxxx
in 30 certificates of 10,000 shares each. These certificates, herein
called the transfer stock shall be held by Focal's transfer agent
under instructions from Xxxx until such time as Focal provides an
opinion letter to remove the restriction from any Transfer Stock
c. Once an opinion letter is available for the Transfer Stock, Xxxx
agrees the Transfer Stock shall be transferred into the name of UNDC.
Xxxx agrees to provide all such authorization and stock powers as
required to effect said transfer once the restrictions are removed.
d. Transfer of the Transfer Stock shall release Xxxx from any and all
obligations under the Note to Focal used as consideration for the
850,000 shares of Focal stock in addition to any other release or
discharge as contemplated hereunder.
2. REMAINDER STOCK. The Parties agree that Xxxx will remain the owner of
record for 517,000 common shares of Focal common stock once this
Agreement's provisions are complied with of which 217,000 shall be free
trading shares and 300,000 shall be restricted shares. Further the Parties
agree that $7,080.54 as a reimbursement for expenses due and payable to
Xxxx shall be considered fully paid as of the date hereof. Xxxx agrees that
in disposing of any of the Remainder Stock he will consult with UNDC as to
how to distribute the stock in such a manner as will not upset the markets
ability to handle such shares.
3. MUTUAL RELEASE. The Parties, for themselves and their associates, hereby
release, remise and forever discharge the other Parties to this Agreement
from any and all claims which either they or their associates, may have had
in the past, may now have, or may have or acquire in the future, against
each of the Parties by reason of any matter, cause, occurrence, event,
series of events, happening or thing whatsoever, from the beginning of time
to the date hereof, including, all matters herein described. No Party, by
entering into this Agreement, by making any payment hereunder or by taking
any action as required hereunder, admits any liability to any other Party,
or any of them, under the any Agreement implied or expressed between the
Parties, or any of them, and further, each Party expressly denies any such
liability.
4. WAIVER. Should any provision of this Agreement be found to be unenforceable
the remaining provisions shall be in full force and effect. Any waiver,
amendment or modification to this Agreement shall be effective only if made
in writing and agreed by the Parties hereto.
5. COUNTERPARTS AND FACSIMILE. This Agreement may be signed in one or more
counterparts, each of which will be deemed an original and all of which
together shall constitute an agreement. Facsimile signatures shall be
deemed original signatures for the purpose of execution of this Agreement.
6. CONTROLLING LAW. This Release, and the rights and obligations of the
parties hereunder, will be construed under the laws of the State of
California.
7. LEGAL ADVICE. Each of the Parties to this Agreement represents and warrants
each to the other that they have had their own professional and legal
advice in connection with this Agreement. Each Party hereto shall pay their
own legal expenses.
8.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of latest
day and date shown below.
United Native Depository Corporation
Xxxx Xxxxxxx, President
/S/ Date: MAY 13, 2002
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Focal Corporation
Xxxx Xxxxxxx, President
/S/ Date: MAY 13, 2002
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Xxxxxx Xxxx
Individually
/S/ Date: 5-14-02
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