TERMINATION AGREEMENT
This Termination Agreement (this "AGREEMENT") dated the 15th day of
November, 1999 is entered into by and between IAT Resources Corporation, a
Delaware corporation, formally known as The Producers Entertainment Group Ltd.,
(the "COMPANY") and Astor Capital, Inc., a California corporation ("ASTOR").
W I T N E S S E T H:
WHEREAS, the Company and Astor are parties to that certain Placement
Agreement effective as of the 25th day of August, 1999 relating to placement of
up to $4,000,000 principal amount of 6% Convertible Subordinated Debentures Due
2001 and Common Stock Purchase Warrants to purchase up to 700,000 shares of
Common Stock of the Company (the "PLACEMENT AGREEMENT");
WHEREAS, as of the date hereof, pursuant to the terms of the Placement
Agreement, the Company has issued $2,350,000 aggregate principal amount 6%
Convertible Subordinated Debentures and warrants to purchase an aggregate of
411,250 shares of common stock of the Company;
WHEREAS, as of the date hereof, pursuant to the terms of the Placement
Agreement, the Company has paid to Astor $164,500 and has issued to Astor
warrants to purchase an aggregate of 58,750 shares of common stock of the
Company;
WHEREAS, a mutual mistake has existed regarding the Placement Agreement
and in an effort to resolve all issues relating thereto the Company and Astor
have agreed to enter into this Agreement and terminate the Placement Agreement;
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein set forth, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. TERMINATION. The Placement Agreement is hereby terminated ab initio;
provided however, the obligations of the Company and its representations,
warranties and covenants under the Placement Agreement shall continue for the
benefit for those persons who are third party beneficiaries thereunder.
2. RETURN OF PAYMENTS. Within three business days of the date hereof, Astor
shall return to the Company the consideration it received under the Placement
Agreement which consists of $164,500 and warrants to purchase 58,750 shares of
the Company's common stock.
3. COMPLETE RELEASE. With regard to any claims which may exist or arise out
of the Placement Agreement (the "Disputes"), each party expressly waives all
claims against the other party, including, without limitation, any and all
rights under Section 1542 of the Civil Code of the State of California which
provides as follows:
"A general release does not extend to claims which
the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if
known by him must have materially affected his
settlement with the debtor."
Each party waives and releases any right or benefit which he has or may have
under any similar law or rule of any other jurisdiction pertaining to the
Disputes. It is the intention of each party, through this Agreement, fully,
finally, and forever to settle and release all such matters and claims relative
thereto which have existed , do now exist or may exist between the parties
arising out of or related to the Disputes. In furtherance of such intention, the
release herein given shall be, and remain in effect as, a full and complete
release of such matters notwithstanding the discovery of the existence of any
additional claims or facts relating thereto.
4. OWNERSHIP OF CLAIMS. Each party represents and agrees that it has not
assigned or transferred, or attempted to assign or transfer, to any person or
entity, any of the claims it is releasing in this Agreement.
5. SERVICE AS A WITNESS. Astor acknowledges that during the term of the
Placement Agreement, it has had access to confidential and proprietary
information concerning the Company, including, without limitation, access to
various proprietary and confidential contracts and financial data. Astor agrees
that it shall not at any time either during or after the term of this Agreement
serve as an "expert witness" or in any similar capacity in any litigation or
other proceeding to which the Company or any of its affiliates or subsidiaries
is a party without the prior written consent of the Company, or such affiliate
or subsidiary, as the case may be.
6. MISCELLANEOUS.
6.1 APPLICABLE LAW AND VENUE. This Agreement is executed and intended to be
performed in the State of California and the laws of such State shall govern its
interpretation and effect, without regard to the principles of conflicts of laws
thereof. If suit is instituted by any party hereto or by any other party for any
cause or matter arising from or in connection with the respective rights or
obligations of the parties hereunder, the sole jurisdiction and venue for such
action shall be the Superior Court of the State of California.
6.2 HEIRS AND ASSIGNS. Subject to any restriction on assignment contained
herein, this Agreement shall be binding upon and shall inure to the benefit of
the respective party's heirs, successors and assigns.
6.3 SEVERABILITY. Any provision in this Agreement which is, by competent
judicial authority, declared illegal, invalid or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such illegality, invalidity or unenforceability without invalidating the
remaining provisions hereof or affecting the legality, validity or
enforceability or such provision in any other jurisdiction. The parties hereto
agree to negotiate in good faith to replace any illegal, invalid or
unenforceable provision that, to the extent possible, will preserve the economic
bargain of this Agreement, or otherwise to amend this Agreement.
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6.4 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original, and the counterparts shall together
constitute one and the same agreement, notwithstanding that all of the parties
are not signatory to the original or the same counterpart.
6.5 CAPTIONS. The headings and captions herein are inserted solely for the
purpose of convenience of reference and are not intended to govern, limit, or
aid in the construction of any term or provision hereof.
6.6 EXECUTION. Each of the parties hereto shall execute, acknowledge and
deliver any instrument necessary to carry out the provisions of this Agreement.
6.7 CONSTRUCTION. This Agreement has been prepared by legal counsel for the
Company. Astor has been advised and by its execution hereof acknowledges, that
it has the right to and should have this Agreement reviewed by its own separate
legal counsel. This Agreement has been negotiated at arms' length with the
benefit of or opportunity to seek legal counsel and, accordingly, shall not be
construed against any of the parties.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first above written.
THE COMPANY:
IAT RESOURCES CORPORATION
a Delaware corporation
/s/ ARTHUR BERNSTEIN
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By: Arthur Bernstein
Its: EVP
ASTOR CAPITAL, INC.
a California corporation
/s/ JACQUES TIZABI
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By: Jacques Tizabi
Name: Jacques Tizabi