Exhibit 10.14(a)
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AGREEMENT
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This Agreement (the "Agreement") is made this 31st day of March, 1999, by
and between American Fire Retardant Corporation, a Wyoming Corporation,
(hereinafter referred to as the "Corporation" or "AFCR Wyoming"), and Xxxxxxx
Xxxxxxxxx (hereinafter referred to as "Xxxxxxxxx")
RECITALS
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A. Whereas, between December 1997 and December 1998, Xxxxxxxxx has made
various loans and financial accomodations to the Corporation.
B. Whereas, as of December 31, 1998 there remained unpaid and owing to
Xxxxxxxxx, principal and accrued interest of $75,700.
C. Whereas, interest has continued to accure on the unpaid principal and
interest from December 31, 1998 to present at the rate of 10% per annum simple
interest and as of the date of this Agreement there is total and principal and
interest owing of $77,545.84.
D. Whereas, the Corporation and Xxxxxxxxx desire to:
(i) Converted $34,411.45 of debt into 98,318 shares of restricted
Common Stock of the Corporation at the rate of $0.35 per share, with
no fractional shares being issued;
(ii) Provide for the payment of the balance of $43,134.34 at the rate
of 6.0% interest at $2,500 per month for 18 months commencing on May
1, 1999.
E. Whereas, Xxxxxxxxx has agree to said conversion, consolidation and
payment schedule in consideration of 15,968 shares of restricted common stock of
the Corporation.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
AGREEMENTS
1. Xxxxxxxxx and the Corporation hereby agree and acknowledge that as of
March 31, 1999, the Corporation is indebted to and owes Xxxxxxxxx a total of
$77,545.84.
2. By execution of this Agreement, Xxxxxxxxx hereby agrees to the
conversion $34,411.45.00 of said debt into 98,318 shares of restricted Common
Stock of the Corporation at the rate of $0.35 per share. That the Corporation is
authorized to convert said debt on the books and records of the Corporation and
issue a certificate for 98,318 shares of restricted common stock to:
Xxxxxxx Xxxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
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3. In consideration for and conditioned upon the issuance by the
Corporation of 15,968 shares of restricted Common Stock of the Corporation to
Xxxxxxxxx, Xxxxxxxxx hereby agrees to the conversion, consolidation and payment
of the balance of $43,134.34 owing to him, at the rate of 6.0% interest at
$2,500 per month for 18 months commencing on April 1, 1999, as evidenced by that
certain Promissory Note a copy of which is attached hereto as Exhibit 1.
4. In consideration for Xxxxxxxxx'x conversion, consolidation and agreement
to the payment schedule for the balance of $43,134.34 owing to him, the
Corporation hereby agrees to the issuance of 15,968 shares of restricted Common
Stock of the Corporation to Xxxxxxxxx.
5. Xxxxxxxxx hereby acknowledges and agrees that no other amounts, other
than those set forth herein, are due and owing by the Corporation to Xxxxxxxxx,
and that there Xxxxxxxxx has no options, warrants, or other rights to acquire
any equity securities of the Corporation.
6. Xxxxxxxxx acknowledges that the shares to be issued hereunder have not
been registered under the Securities Act of 1933 as amended (the "Act"), or
qualified under the laws of any state, or any other applicable blue sky laws in
reliance, in part, on the representations and warranties herein. Xxxxxxxxx
understands that the shares are being offered pursuant to the exemption from
registration provided by Sec. 4(2) of the Securities Act of 1933, as amended.
Such shares are being acquired by Xxxxxxxxx for investment purposes for
Xxxxxxxxx'x own account only and not for sale or with a view to distribution of
all or any part of such shares. No other person will have any direct or indirect
beneficial interest in the shares.
7. Xxxxxxxxx understands that the shares are, and will be, "restricted
securities" under the federal securities laws in that such shares will be
acquired from the Corporation in a transaction not involving a public offering,
and that under such laws and applicable regulations such shares may be resold
without registration under the Act only in certain limited circumstances and
that otherwise such shares must be held indefinitely. In this connection,
Xxxxxxxxx represents that Xxxxxxxxx understands the resale limitations imposed
by the Act and is familiar with Rule 144 of the Securities Act of 1933, as
presently in effect, and the condition which must be meet in order for that rule
to be available for resale of "restricted securities," including the requirement
that the shares must be held for at least one year after purchase thereof from
the Corporation prior to resale (two years in the absence of publicly available
information about the Corporation) and the condition that there be available to
the public current information about the Corporation under certain
circumstances.
8. Assignment. Neither party hereto shall have the right to assign any
interest in this Agreement to another party without the written permission of
the other party, and no delegation of any obligation owed, or the performance of
any obligation, by either party hereto may be made without the written
permission of the other party. Any attempted assignment or delegation shall be
wholly void and totally ineffective for all purposes unless made in conformity
with this paragraph.
9. Partial Invalidity. In the event that any one or more provision of this
Agreement shall for any reason be held invalid, illegal or unenforceable in any
respect by any Court of competent jurisdiction, such provisions shall be
construed as if it were written in such a way as to the greatest extent possible
to be valid, legal and enforceable so as to effectuate to the greatest possible
extent the parties intent to release claims as set forth herein.
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10. Interpretation. In the event any provision of this Agreement requires
interpretation, it is agreed between the parties hereto that the person
interpreting or construing this Agreement shall not apply a presumption that the
terms of this Agreement shall be more strictly construed against one party by
reason of the rule of construction that a document is to be construed more
strictly against the party who, by itself or through an agent, prepared the
document. It is agreed that the parties hereto have participated in the
preparation of this Agreement.
11. Cooperation. Each party shall cooperate and use its best efforts to
consummate the Agreement contemplated herein. Without limiting the foregoing,
each of the parties hereto shall use its or his or her good faith best efforts
and take such action as may reasonably be requested by each other party to
consummate the Agreement contemplated herein. In addition, after the execution
of this Agreement by the parties hereto each party shall cooperate and take such
action and execute such other and further documents as may be reasonably
requested by any other party to carry out the terms, provisions, and intent of
this Agreement.
12. Facsimile Signatures. It is expressly agreed that the parties may
execute this Agreement via facsimile signature and such facsimile signature
pages shall be treated as originals for all purposes.
IN WITNESS HEREOF, the parties hereto as evidenced of their Agreement have
affixed their signatures on the date written above.
American Fire Retardant Corporation
A Wyoming Corporation
Dated: April 6, 1999 /S/ Xxxxxxx X. Xxxxx
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By: Xxxxxxx X. Xxxxx
Its: President
Dated: April 6, 1999 /S/ Xxxxxx X. Xxxxx
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By: Xxxxxx X. Xxxxx
Its: Secretary
Dated: March 30, 1999 /S/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
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