Exhibit 10.7
COMPROMISE AND SETTLEMENT AGREEMENT
WHEREAS, Associated Receivables Funding, Inc., ["ARF"] a South Carolina
corporation, claims and asserts that RMI and/or ACMG, as defined hereinbelow, is
indebted to ARF in the amount of $6,457,642.55, as of March 1, 2004; said
amounts together constituting all claims of ARF, and hereinafter called the
"Claim;" and,
WHEREAS, Renaissance Man, Inc., a Texas corporation ["RMI"], and wholly
owned subsidiary of American Consolidated Management Group, Inc., a Utah
corporation ["ACMG"], disputes the Claim, and possesses certain counterclaims;
and,
WHEREAS, ACMG maintains that damages has been incurred by reason of false
accounting reporting concerning its balance sheet as a result of ARF's claims
that ACMG is indebted to ARF for the claims described hereinabove.
NOW, THEREFORE, ARF, RMI, ACMG, Brian K. Holden, and Jack Shaw in and for
the consideration set out herein, the receipt and sufficiency of which is hereby
acknowledged, do hereby agree compromise and settle all claims, and
counterclaims as follows:
1. ARF does hereby release, acquit, and discharge RMI and ACMG from and
against any and all claims for money owed from and by reason of any
advancement of money made by ARF to RMI, and/or ACMG up to and
including the date of this Compromise and Settlement Agreement,
including, but not limited to all principal, interest, attorney fees,
collection costs, and any other monetary claims associated with any
such advancements, whether one or more, including, but not limited to,
causes of action of whatever nature, on any legal theory arising out
of the circumstances surrounding the said advancements of money, from
all liability and damages of any kind, known or unknown, whether in
contract or tort, save and except for the amount of $360,000.00, which
amount is hereby confirmed as an indebtedness of ACMG. This
indebtedness shall not earn interest for a period of one year from the
date hereof, and if not paid in full by that time, shall begin to earn
interest at the rate of ten percent (10%) per annum.
2. RMI and ACMG do hereby release ARF from and against any and all
claims, causes of action, assertions, known and unknown, that exist as
of the date of this Settlement Agreement, concerning any money
previously advanced by ARF to RMI, and/or ACMG, including, but not
limited to, all counterclaims, and all other potential causes of
action associated with any such loan(s) and/or advancements of money,
all causes of action of whatever nature, on any legal theory arising
out of the circumstances surrounding the said advancements of money,
from all liability and damages of any kind, known or unknown, whether
in contract or tort.
3. For and in consideration of the above-described release, ACMG hereby
agrees to assign unto Beta Foods, L.L.C., a Delaware limited liability
company, a royalty on all gross sales receipts, said royalty to be in
the amount of $2,640,000.00, and which royalty is being conveyed to
offset the debt obligations assumed by Beta Foods, L.L.C.,
contemporaneously with the execution and delivery of this agreement.
It is agreed and understood that upon the execution and delivery of
this agreement, and the Beta Foods, L.L.C. agreement with ARF, that
the total indebtedness claimed by ARF against ACMG shall be
$360,000.00.
4. Brian Holden, Jack Shaw and ARF do hereby covenant and agree to
immediately return any and all records of RMI and/or ACMG currently in
their possession, and/or under their control. These records shall be
immediately delivered to an address and individual(s) to be designated
by ACMG. Brian Holden, Jack Shaw and ARF do hereby represent and
covenant that during the period of time they have served as officers
and/or directors of RMI, and during the period of time that they have
been in possession and/or control of the books and records of RMI that
they have not incurred any debt or liabilities on behalf of RMI,
except any indebtedness that is the subject of this agreement, and
they do hereby hold RMI harmless against any claims that may be
brought by any third parties against RMI that were created by, through
or under them. Failure by ARF and the named individuals to deliver
these books and records shall operate to grant unto ACMG the right and
option to seek a court order enforcing this provision, and AMG shall
be entitled to recover from said parties its reasonable costs and
attorney fees in the filing and prosecution of said filing(s).
5. All parties hereto acknowledge and agree that this settlement is
entered into due to the uncertainties surrounding the aforesaid
advancements of money, and in order to avoid the uncertainties,
annoyance and expense of litigation, without making any admission to
any other party hereto, and each party hereto understands that the
mutual covenants and considerations set out herein are in full
satisfaction of all damages or claims that each party may have against
another party hereto, or that may be owed to each such party, and that
this is a settlement and compromise of all matters alleged or
surrounding the advancement of monies referred to hereinabove.
6. In executing this Compromise and Settlement Agreement, each party
hereto acknowledges and represents to the other parties that each
party is not relying upon any statement or representation of any other
party hereto, or any agent, representative, or attorney of any party
hereto regarding the matters in dispute. Each party is relying upon
his/its own judgment and is represented by legal counsel in the
decision to enter into this agreement. Each party's attorney has read
and explained the contents of this Compromise and Settlement Agreement
to each respective party, and explained the legal consequences of this
agreement, and each party fully understands that this agreement shall
operate as a full, complete, and final release and settlement of any
and all claims that are the subject matter of this agreement.
7. This agreement reflects the entire agreement between the parties
hereto. There are no other agreements, either written or oral, and the
execution of this agreement supercedes all earlier representations,
negotiations, and/or agreements on the subject matter of this
agreement.
8. This agreement covers and includes within the terms of its mutual
releases, all subsidiary and parent entities of the parties hereto,
all employees, representatives, attorneys, heirs, executors,
administrators, successors, and assigns.
9. This agreement shall be governed and construed by the laws of the
State of Utah.
Executed on May 14, 2004.
American Consolidated Management Group, Inc.
By: /s/ George E. Mappin
-----------------------------
George E. Mappin, Secretary
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Associated Receivables Funding, Inc.
By: /s/ Brian K. Holder
-----------------------------
Brian K. Holden, Chairman
Renaissance Man, Inc.
By: /s/ George E. Mappin
---------------------------------
George E. Mappin, Vice- President
/s/ Brian K. Holder
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Brian K. Holden, Individually
/s/ Jack E. Shaw
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Jack E. Shaw, Individually
STATE OF SOUTH CAROLINA
COUNTY OF GREENVILLE
Before me, the undersigned authority, on this day personally appeared Brian
K. Holden, Chairman of Associated Receivables Funding, Inc., who acknowledged to
me that he executed this Compromise and Settlement Agreement on behalf of said
corporation.
Dated: May 14, 2004.
/s/ Sandra S. McAlister
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Notary Public in and for the State of
South Carolina
Sandra S. McAlister
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Notary's Printed Name
STATE OF SOUTH CAROLINA
COUNTY OF GREENVILLE
Before me, the undersigned authority, on this day personally appeared
George E. Mappin, Vice-President of , American Consolidated Management Group,
Inc., who acknowledged to me that he executed this Compromise and Settlement
Agreement on behalf of said corporation.
Dated: May ____, 2004.
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Notary Public in and for the State of
South Carolina
- --------------------------
Notary's Printed Name
STATE OF SOUTH CAROLINA
COUNTY OF GREENVILLE
Before me, the undersigned authority, on this day personally appeared
George E. Mappin, Vice-President of Renaissance Man, Inc., who acknowledged to
me that he executed this Compromise and Settlement Agreement on behalf of said
corporation.
Dated: _________________, 2004.
--------------------------------------
Notary Public in and for the State of
South Carolina
- --------------------------
Notary's Printed Name
STATE OF SOUTH CAROLINA
COUNTY OF GREENVILLE
Before me, the undersigned authority, on this day personally appeared Brian
K. Holden, who acknowledged the foregoing Compromise and Settlement Agreement.
Dated: May 14, 2004.
/s/ Sandra S. McAlister
--------------------------------------
Notary Public in and for the State of
South Carolina
Sandra S. McAlister
- --------------------------
Notary's Printed Name
STATE OF SOUTH CAROLINA
COUNTY OF GREENVILLE
Before me, the undersigned authority, on this day personally appeared Jack
E. Shaw, who acknowledged the foregoing Compromise and Settlement Agreement.
Dated: May 14, 2004.
/s/ Sandra S. McAlister
--------------------------------------
Notary Public in and for the State of
South Carolina
Sandra S. McAlister
- --------------------------
Notary's Printed Name
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