GUARANTEE
THIS AGREEMENT TO GUARANTEE is made this 14th day of December, 1998 by and
between Gold Coast Resources, Inc., a Nevada corporation (the "Seller"), and
Lexington Sales Corporation Ltd., Isle of Man corporation (the "Guarantor") and
AmeriResource Technologies, Inc., a Delaware corporation (the "Buyer").
WHEREAS, the Seller has entered into a Stock Purchase Agreement for the
sale of 100% of the common stock of the Travel Agent's Hotel Guide, Inc.
("Travel") with the Buyer for $3,350,000;
WHEREAS, the Seller has received a Convertible Debenture as payment in lieu
of cash and is requiring the Buyer to find a third party to guarantee that the
Seller receive no less than $3,350,000 in value for the 100% interest in Travel
in the event that the Debenture does not satisfy the $3,350,000 obligation;
WHEREAS, the Guarantor agrees to guarantee that the Seller will receive no
less than $3,350,000 in value for the purchase of Travel by the Buyer in
exchange for Twenty Million (20,000,000) shares of the Buyer's common stock;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, the Seller, Buyer and
Guarantor agree as follows:
Section 1 - Terms and Compensation
A. Guarantor shall guarantee Buyer's performance under the Stock Purchase
Agreement between the Seller and Buyer dated December 14, 1998, by
paying sufficient value to Seller for any deficiencies under the Stock
Purchase Agreement up to $3,350,000.
B. Buyer shall pay Guarantor Twenty Million (20,000,000) shares of Buyer's
common stock in exchange for guaranteeing payment to Seller
Section 2 - Buyer's Representations
Buyer represents, warrants and covenants to Guarantor that each of the
following are true and complete as of the date of this Agreement:
A. Corporate Existence. Buyer is a corporation duly organized, validly
existing, and in good standing under the laws of the state of its
incorporation, with full corporate power and authority and all
necessary governmental authorizations to own, lease and operate
property and carry on its business as it is now being conducted. Buyer
is duly qualified to do business in and is in good standing in every
jurisdiction in which the nature of its business or the property owned
or leased by it makes such qualifications necessary.
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B. Disclosure Documents. Buyer has or will cause to be delivered,
concurrent with the execution of this Agreement, copies of its articles
of incorporation and bylaws, each as amended and as in effect on the
date hereof, and any documents that may be required to effectuate any
transaction contemplated herein.
C. Buyer's Capitalization. The authorized capitol stock of Buyer consists
of 500,000,000 shares of common stock, par -----------------------
value $.0001 per share, of which 472,000,000 shares are issued and
outstanding. Buyer has no treasury stock. All of the shares to be
issued hereunder have been, or will be at the time of issuance, duly
authorized and validly issued, are fully paid and nonassessable and
will be issued to the Guarantor free and clear of any liens, charges,
encumbrances, security interests, options, rights or claims of others
with respect thereto. There are no preemptive or similar rights on the
part of any holder of any class of securities of Buyer. No options,
warrants, calls, conversion, subscription or other rights, agreements
or commitments of any kind obligating Buyer contingently, or otherwise,
to issue or sell any shares of its capital stock of any class, or any
securities convertible into or exchangeable for any such shares, are
outstanding and no authorization therefor has been given. The shares
are not subject to any contractual restrictions relating to their
disposition. All voting rights are vested exclusively in the common
stock of Buyer.
D. Buyer's Authority for Agreement. The execution and delivery of this
Agreement and the consummation of the transactions contemplated herein
have been duly authorized by the Buyer. This Agreement has been duly
executed and delivered by Buyer and constitutes the valid and legally
binding obligation of Buyer enforceable in accordance with its terms,
except to the extent that enforceability may be subject to or limited
by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditor's rights generally. The execution and delivery
of this Agreement and the consummation of the transactions contemplated
herein will not conflict with or result in any violation of any
provision of the Articles of Incorporation or Bylaws of Buyer. To the
best of Buyer's knowledge, after due inquiry, the execution and
delivery of this agreement and the consummation of the transaction
contemplated herein will not conflict with any mortgage, indenture,
lease, contract, commitment, agreement, or other instrument, permit,
concession, grant, franchise, license, judgement, order, decree,
statute, law, ordinance, rule or regulation applicable to Buyer or any
of its properties or assets.
E. Consents and Authorizations. No consent, approval, order or
authorization of, or registration, declaration, compliance with or
filing with, any governmental or regulatory authority is required in
connection with the execution and delivery of this Agreement to permit
the consummation by Buyer of the transactions contemplated herein or to
prevent the termination of any material right, privilege, license or
agreement of Buyer or to prevent any material loss to Buyer or the
Buyer's business, by reason of the transactions contemplated herein.
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F. Financial Statements.
(i) Buyer has delivered to the Guarantor a true and complete copy of
the Buyer's Form 10KSB as of December 31, 1997, and each subsequent
Form 10QSB filed up to September 30, 1998.
G. Compliance with Law. To the best of Buyer's knowledge, after due
inquiry, Buyer is not in violation of or default under any statute,
law, ordinance, rule, regulation, judgment, order, decree, permit,
concession, grant, franchise, license or other governmental
authorization or approval applicable to it or any of its properties or
business. There are no proceedings pending or threatened which may
result in the revocation, cancellation, suspension, or any adverse
modification of any permit, concession, grant, franchise, license or
other governmental authorization or approval necessary for the conduct
of Buyer's business or which question the validity of this Agreement or
of any action taken or to be taken in connection herewith or the
consummation of the transactions contemplated hereby. Buyer has all
franchise, licenses, permits and other governmental approvals necessary
to enable it to carry on its business as presently conducted, except
where the failure to have such franchises, licenses or permits or other
governmental approvals would not have, individually or in the
aggregate, a material and adverse affect on Buyer's business.
H. Nature of Representations. No representation or warranty made by Buyer
in this Agreement, nor any document or information furnished or to be
furnished by Buyer to the Guarantor in connection with this Agreement,
contains or will contain any untrue statement of material fact, or
omits or will omit to state any material fact necessary to make the
statements contained therein not misleading, or omits to state any
material fact relevant to the transactions contemplated by this
Agreement.
Section 3 - Miscellaneous
A. Authority. The execution and performance of this Agreement have been
duly authorized by all requisite corporate action. This Agreement
constitutes a valid and binding obligation of the parties hereto.
B. Amendment. This Agreement may be amended or modified at any time and in
any manner only by an instrument in writing executed by the parties
hereto.
C. Waiver. No term of this Agreement shall be considered waived and no
breach excused by either party unless made in writing. No consent,
waiver or excuse by either party, express or implied, shall constitute
a subsequent consent, waiver or excuse.
D. Assignment:
(i) The rights and obligations of the Guarantor under this Agreement
shall inure to the benefit of and shall be binding upon its successors
and assigns. There shall be no rights of transfer or assignment of this
Agreement by Buyer except with the prior written consent of the
Guarantor.
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(ii) Nothing in this Agreement, expressed or implied, is intended to
confer upon any person, other than the parties and their successors,
any rights or remedies under this Agreement.
E. Notices. Any notice or other communication required or permitted by
this Agreement must be in writing and shall be deemed to be properly
given when delivered in person to an officer of the other party, when
deposited in the Unites States mails for transmittal by certified or
registered mail, postage prepaid, or when deposited with a public
telegraph company for transmittal or when sent by facsimile
transmission, charges prepaid provided that the communication is
addressed:
(i) In the case of Guarantor to:
Lexington Sales Corporation Ltd.
________________________________
________________________________
________________________________
(ii) In the Case of Buyer to:
AmeriResource Technologies, Inc.
0000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxx 00000
or to such other person or address designated by Buyer in writing to
receive notice.
F. Headings and Captions. The headings of paragraphs are included solely
for convenience. If a conflict exists between any heading and the text
of this Agreement, the text shall control.
G. Entire Agreement. This instrument and the exhibits to this instrument
contain the entire Agreement between the parties with respect to the
transaction contemplated by the Agreement. It may be executed in any
number of counterparts but the aggregate of the counterparts together
constitute only one and the same instrument.
H. Effect of Partial Invalidity. In the event that any one or more of the
provisions contained in this Agreement shall for any reason be held to
be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of
this Agreement, but this Agreement shall be constructed as if it never
contained any such invalid, illegal or unenforceable provisions.
I. Controlling Law. The validity, interpretation, and performance of this
Agreement shall be governed by the laws of the State of Kansas, without
regard to its law on the conflict of laws. Any dispute arising out of
this Agreement shall be brought in a court of competent jurisdiction in
Xxxxxxx County, Kansas. The parties exclude any and all statutes, laws
and treaties which would allow or require any dispute to be decided in
another forum or by other rules of decision than provided in this
Agreement.
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J. Attorney's Fees. If any action at law or in equity, including an action
for declaratory relief, is brought to ---------------- enforce or
interpret the provisions of this Agreement, the prevailing party shall
be entitled to recover actual attorney's fees, court costs, and other
costs incurred in proceeding with the action from the other party. The
attorney's fees, court costs or other costs, may be ordered by the
court in its decision of any action described in this paragraph or may
be enforced in a separate action brought for determining attorney's
fees, court costs, or other costs. Should either party be represented
by in-house counsel, all parties agree that that party may recover
attorney's fees incurred by that in-house counsel in an amount equal to
that attorney's normal fees for similar matters, or, should that
attorney not normally charge a fee, by the prevailing rate charged by
attorneys with similar background in that legal community.
K. Time is of the Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
L. Mutual Cooperation. The parties hereto shall cooperate with each other
to achieve the purpose of this Agreement, and shall execute such other
and further documents and take such other and further actions as may be
necessary or convenient to effect the transactions described herein.
M. Indemnification. Buyer and Guarantor agree to indemnify, hold harmless
and, at the party seeking indemnification's sole option, defend the
other from and against all demands, claims, actions, losses, damages,
liabilities, costs and expenses, including without limitation,
interest, penalties, court fees, and attorneys' fees and expenses
asserted against or imposed or incurred by either party by reason of or
resulting from a breach of any representation, warranty, covenant
condition or agreement of the other party to this Agreement. Neither
party shall be responsible to the other party for any consequential or
punitive damages.
N. No Third Party Beneficiary. Nothing in this Agreement, expressed or
implied, is intended to confer upon any person, other than the parties
hereto and their successors, any rights or remedies under or by reason
of this Agreement, unless this Agreement specifically states such
intent.
O. Facsimile Counterparts. If a party signs this Agreement and transmits
an electronic facsimile of the signature page to the other party, the
party who receives the transmission may rely upon the electronic
facsimile as a signed original of this Agreement.
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IN WITNESS WHEREOF, the Company has duly executed this Agreement as of the
date first written above.
AMERIRESOURCE TECHNOLOGIES INC.
By: /s/ Xxxxxx Xxxxxxx
------------------
Name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
Gold Coast Resources, Inc.
By:
Name:
Title:
Lexington Sales Corporation Ltd.
By: /s/ Xxxxxx Xxxxxxx
------------------
Name: Xxxxxx Xxxxxxx
Title:
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