EXHIBIT 10.1
SETTLEMENT AGREEMENT
This agreement, the "Agreement", is made by and between Xxxxxx Xxxxxx,
individually, "HP", Superior Development, Inc., "Superior", a Nevada
corporation, Focal Corporation, "Focal", a Utah corporation, Xxxx Xxxxxxx,
individually, 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, on May 15, 2001 UNDC purchased the majority interest in Focal as a
result of an "Amended Stock Purchase Agreement" or "Amended Agreement", entered
into between Focal and UNDC, and;
WHEREAS, the Parties intend to irrevocably settle certain matters outstanding
between them by entering into this Agreement and without admitting any
liability, and;
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. XXXXXX STOCK. Xxxxxx X. Xxxxxx agrees to transfer 1,134,000 shares and
2,400,000 warrants to Focal stock, together hereinafter referred to as the
"Focal Stock", of UNDC upon execution of this Agreement in consideration
for a full a complete release, as specified herein, from and Parties to
this Agreement, or any of his/its affiliates.
2. ASSIGN SUIT WAIVE CONFLICTS. Focal agrees it shall assign all right and
interest to a certain lawsuit between Focal Corporation dba Focal Ventures
vs. California Mortgage and Realty, Inc. Xxxxxxx X. Xxxxx, Xxxxxx Xxxxxxxx
and Xxxxxx Francisco. Focal agrees it is providing an irrevocable power of
attorney to Superior that provides Superior with the authority to act on
all matters relating to this suit on Focal's behalf. In return Superior
agrees to indemnify and hold Focal harmless against any loss, cost or
liability as a result of the above mentioned lawsuit or any cross complaint
that has or may be filled against any of the parties including legal fees
an court or other costs of the lawsuit. Upon the execution of this
Agreement Superior will be deemed to have all such authority, as required,
to proceed with and administer the lawsuit and Superior shall be deemed to
indemnify Focal against loss as it relates to this matter specifically. The
Parties hereto further agree, release and waive all conflicts, as is
necessary, so that Xxx Xxxxxxxx may take all instructions from Xxxxxx
Xxxxxx to act on behalf of Focal in this matter.
3. FINANCIAL INFORMATION AND REPORTING. The Parties agrees the following shall
be represented in Focal's financial statements and on Superior's books and
records as it relates to the Amended Agreement. This same information shall
be represented in the Parties books and records as follows:
a. PROPERTY TRANSFER. During October of 2001 the real property assets as
described on the books and records of Focal were deeded to Superior.
Subsequently shareholders of record in Focal on May 14, 2001 were sent
shares in Superior according to their holdings in Focal, as indicated
in a letter to the Superior shareholders dated January 7, 2002.
b. THE NOTE. The Amended Agreement provided for a $300,000 note made by
UNDC to Focal, the "Note", that was to be assigned to Superior along
with the real estate assets in Focal. HP and Superior hereby release
any and all claim to said Note as of the date hereof.
c. MANAGEMENT AND DEVELOPMENT CONTRACT. The Amended Agreement provided
for a Management and Development Contract to be entered into by UNDC
and Focal. HP and Superior hereby release any and all claim to any
benefit from said Management and Development Contract.
d. XXXXXX XXXXXX LOANS. HP hereby forgives any loan due to Xxxxxx Xxxxxx
from Focal when, after certain stock was sold by Xxxxxx, the proceeds
were used to pay Focal expenses or were transferred to UNDC. The
approximate amount due and owing is approximately $71,000, or it may
be $80,000 on the Focal's books and records.
4. CERTAIN ACCOUNTS. The Parties agree there are certain accounts that should
be settled between them. Superior agrees to assume
x. XXXXXX. Superior shall assume the obligation to pay, if any,
$64,554.12 to Xxxxxx currently showing on the books and records of
Focal.
x. XXXXXXX. Superior shall assume the obligation to pay, if any,
$24,000.00 to Xxxxxxx currently showing on the books and records of
Focal.
c. CIEBNER. Superior shall assume the obligation to pay, if any,
$404,033.26 to Ciebner currently showing on the books and records of
Focal.
x. XXXXXXX. Superior shall assume the obligation to pay, if any, $109,533
to Xxxxxxx, currently showing on the books and records of Focal.
5. SUPERIOR AND HP WARRANTIES. HP and Superior agree not to interfere with the
business, the transfer agent or any other matter that relates to Focal,
UNDC or Deni whatsoever. HP and Superior agree to take any and all such
steps, as required to effectuate the intentions and provision of this
Agreement.
6. UNDC, FOCAL AND DENI WARRANTIES. UNDC, Focal and Deni agree not to
interfere with the business, property, the Superior transfer agent. And
further, to make no claim on any Superior shares or any other property
whatsoever. Further, UNDC, Focal and Deni agree to take any and all such
steps, as required to effectuate the intentions and provision of this
Agreement.
7. 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.
8. 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.
9. 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.
10. CONTROLLING LAW. This Release, and the rights and obligations of the
parties hereunder, will be construed under the laws of the State of
California.
11. 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.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of latest
day and date shown below.
Superior Development, Inc.
Xxxxxx Xxxxxx, President
/S/ Date: 5-10-02
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Xxxxxx Xxxxxx, Individually
/S/ Date: 5-10-02
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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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