EXHIBIT 10.7
ITEM 1, (13)
AGREEMENT BETWEEN
PHOENIX RESOURCES TECHNOLOGIES, INC.
AND
ROCKY MOUNTAIN XXXXXXX XXXXXX, INC.
DATED SEPTEMBER 20, 1997
AGREEMENT
This Agreement, made and entered this 20th day of September, 1997, by
and between Phoenix Resources Technologies, Inc. ("PRTI") and Rocky Mountain
Crystal Water, Inc.("RMCW"):
WITNESSETH:
WHEREAS, PRTI and RMCW had entered into an Agreement under date of January 31,
1997 wherein PRTI obtained a controlling share interest in RMCW, and
WHEREAS, it has been determined that the interest of all parties are best served
by backing out of said Agreement:
NOW THEREFORE, in consideration of the mutual covenants herein
contained the parties agree as follows:
1. RMCW will return to PRTI the 6,000,000 shares of Class "B" Preferred Stock
which was issued to it under the Agreement.
2. PRTI will return to RMCW the 6,000,000 shares of common stock of RMCW which
was issued to it under said Agreement.
3. If PRTI has any assets that are used in the operation of RMCW it will by
separate Xxxx of Sale transfer said assets to RMCW.
4. All liabilities which PRTI may have incurred in the operation of RMCW,
pertaining to the operation of RMCW, are hereby assumed and become the
liabilities of RMCW and RMCW hereby agrees to indemnify and hold PRTI harmless
with respect to said liabilities.
5. (A) PRTI has further agreed to transfer to RMCW, or his designee, all shares
of MVP Holdings, Inc., constituting 4,000,000 shares, and all rights under
PRTI's contract with MVP Holdings, Inc. pertaining to said shares, including,
but not by way of limitation, the right to have such shares increased in the
event of a fall in the price of MVP Holdings, Inc. below $3.50 per share. The
transfer is deemed to be at the Historical Valuation, as set forth in the March
10, 1997 Agreement of $14,000,000, and is additional consideration for any
damages RMCW may have relating to the original contract with PRTI. Such transfer
is, however, subject to MVP Holdings, Inc. Right of First Refusal to purchase
said stock under letter Agreement entered into April 6, 1997, which right has to
be exercised within 48 hours after notification of the proposed transfer..
(B) Nothing contained herein is meant to obviate or terminate PRTI's rights
to indemnity as set forth in the March 10, 1997 together with such
other rights of PRTI as set forth in said Agreement.
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(C) It is further agreed by and between the parties, that all parties are
aware of the Right of First Refusal held by MVP Holdings, Inc. In the event that
they should exercise said right, or make any other claims with respect to said
right and/or the sale of said stock, such exercise or other claims shall not
constitute a breach of this Agreement, or the action taken by the parties
hereto. All other actions taken hereunder or in connection herewith shall be
deemed to be sufficient consideration for the upholding of the rights of the
parties hereto.
PHOENIX RESOURCES TECHNOLOGY, INC.
By
Xxxxxxx X. Xxxxxxx, President
ROCKY MOUNTAIN XXXXXXX XXXXXX, INC.
By
Xxxxxxx Xxxx, President
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