TERMINATION AGREEMENT
Exhibit
99.3
THIS TERMINATION AGREEMENT
(the "Agreement") dated this 29th day of September, 2009,
BETWEEN
ASI
Capital of 000 Xxxxxxxx Xxxxxxx Xxxxx #000, Xxxxxxxxx, XX 00000
(the
"First Party")
OF
THE FIRST PARTY
and
Davcap
LLC of 000 Xxxxxxxx Xxxxxxx Xxxxx #000, Xxxxxxxxx, XX 00000
(the
"Second Party")
OF
THE SECOND PARTY
BACKGROUND
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A.
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The
First Party and the Second Party are presently bound by the following
contract (the "Contract") dated September 29th, 2008: “Promissory Note”
(exhibit A)
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B.
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The
First Party and the Second Party wish to terminate the Contract and
resolve any and all rights and obligations arising out of the
Contract.
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IN CONSIDERATION OF and as a
condition of the parties entering into this Agreement and other valuable
consideration, the receipt and sufficiency of which consideration is
acknowledged, the parties to this Agreement agree as follows:
Termination
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1.
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By
this Agreement the First Party and the Second Party mutually terminate and
cancel the Contract effective September 29th,
2009.
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Outstanding
Obligations
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2.
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The
First Party and the Second Party acknowledge by this Agreement that the
consideration provided and received by each other is fair, just and
reasonable and that no additional consideration, compensation or
obligation will be due, payable or owing with regard to the Contract as of
the execution date of this
Agreement.
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Release
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3.
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By
this Agreement the First Party and the Second Party release each other
from any and all claims, causes of action, demands, and liabilities of
whatever nature which either party had in the past, has now or may have in
the future arising from or related to the
Contract.
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Governing
Law
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4.
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The
First Party and the Second Party submit to the jurisdiction of the courts
of the State of Nevada for the enforcement of this Agreement or any
arbitration award or decision arising from this Agreement. This
Termination Agreement will be enforced or construed according to the laws
of the State of Nevada.
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Miscellaneous
Provisions
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5.
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Time
is of the essence in this
Agreement.
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6.
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This
Agreement may be executed in counterparts. Facsimile signatures are
binding and are considered to be original
signatures.
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7.
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This
Agreement will not be assigned either in whole or in part by any party to
this Agreement without the written consent of the other
party.
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8.
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Headings
are inserted for the convenience of the parties only and are not to be
considered when interpreting this Agreement. Words in the singular mean
and include the plural and vice versa. Words in the masculine gender
include the feminine gender and vice versa. Words in the neuter gender
include the masculine gender and the feminine gender and vice
versa.
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9.
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If
any term, covenant, condition or provision of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, it
is the parties' intent that such provision be reduced in scope by the
court only to the extent deemed necessary by that court to render the
provision reasonable and enforceable and the remainder of the provisions
of this Agreement will in no way be affected, impaired or invalidated as a
result.
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10.
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This
Agreement contains the entire agreement between the parties. All
negotiations and understandings have been included in this Agreement.
Statements or representations which may have been made by any party to
this Agreement in the negotiation stages of this Agreement may in some way
be inconsistent with this final written Agreement. All such statements are
declared to be of no value in this Agreement. Only the written terms of
this Agreement will bind the
parties.
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11.
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This
Agreement and the terms and conditions contained in this Agreement apply
to and are binding upon the First Party and the Second Party and their
respective successors, assigns, executors, administrators, beneficiaries,
and representatives.
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12.
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Any
notices or delivery required in this Agreement will be deemed completed
when hand-delivered, delivered by agent, or seven (7) days after being
placed in the post, postage prepaid, to the parties at the addresses
contained in this Agreement or as the parties may later designate in
writing.
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2
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13.
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All
of the rights, remedies and benefits provided by this Agreement will be
cumulative and will not be exclusive of any other such rights, remedies
and benefits allowed by law.
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IN WITNESS WHEREOF the parties
have duly affixed their signatures under hand and seal on this 29th day of
September, 2009.
/s/ XXXX X. XXXXX
ASI
Capital
By
Xxxx X. Xxxxx, Corporate Secretary
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/s/ XXXXX X. XXXXX
Davcap,
LLC
By
Davric Corporation, Manager
By
Xxxxx X. Xxxxx, President
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/s/ XXXXXXX X. XXXXX
Davcap, LLC
By Capsource, Inc., Manager
By Xxxxxxx X. Xxxxx, President
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EXHIBIT
A
(Promissory
Note incorporated by reference to Exhibit 99.1 to Form 8-K dated October 3,
2008)
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