Exhibit 10.2
[[Arete Industries, Inc. Logo]]
April 7, 2002
Mr. Thomas P. Raabe
7641 Estate Circle
Niwot, Colorado 80503
Re: Settlement of Wages, Bonus and Expenses
Dear Tom:
Pursuant to ongoing conversations, when signed by you, this letter will
constitute a final settlement as to outstanding wages and bonuses owed you by
Arete Industries, Inc. (Arete) and any of its subsidiaries, including Aggression
Sports, Inc. (Arete Outdoors) and will resolve any claims you may have
whatsoever against either entity or any of its officers, directors or employees
concerning the business of either Company arising during the term of your
employment there through the date of this agreement.
According to the records of the Company, you have outstanding $158,500 in gross
wages and $88,750 in gross bonus owing from the Company through December 31,
2001. The Company does not have now, nor does it anticipate that in the near
future, will have any funds to pay these amounts, but does anticipate that
within the next 6 months, it will own common stock interests in companies which
will be acquired in part by the Company and which the Company will distribute
all or a portion of its holdings in such companies to its shareholders in a
registered dividend of freely trading shares in such entities.
Therefore, as an inducement to you to forgive the Company of $75,000 of the
obligations to you as described above, offers in exchange for such forgiveness
the right to receive 3% of the total stock dividend distribution issued by the
Company to its shareholders from the first four (4) companies that it spins off
to its shareholders in a registered stock dividend and/or a registered rights
offering. On or before June 30, 2002, the Company will identify the entities to
which the above dividend will apply.
By your signature below indicating your acceptance of this offer of settlement
as a binding legal agreement upon you and the Company, its officers, directors
and subsidiaries, you confirm that you waive the right to sue to collect the
above indicated portion out of the total amounts due you, and waive and release
the Company, its subsidiaries, current and former officers, directors and
shareholders from any claims, rights or causes of action which you may have
against them or any of them arising from your employment or otherwise during the
term thereof, arising as a shareholder or employee of the Company and its
subsidiaries through the date hereof. You further confirm and acknowledge: (i)
that there are potential unanticipated problems which may arise relating to the
Company's ability to issue the referenced dividends, including without
limitation the inability of either or all the prospective subsidiaries to gain
approval of the Securities and Exchange Commission of a registration statement
2955 Valmont Road, Suite 300 o Boulder, Colorado 80301
o Phone: 303.247.1313 o Fax: 303.247.1315
Mr. Thomas P. Raabe
April 7, 2002
Page 2 of 2
covering the shares of such subsidiaries subject to the dividend; (ii) that two
of the four proposed dividends are contingent upon the Company entering into
acquisition agreements with companies yet to be identified and that acquisition
agreements concerning them are not assured and that the forgiveness, waivers and
releases being made by you are not contingent upon the occurrence of any such
event; and (iii) that there may be adverse tax consequences to the above
settlement by the Company or other adverse consequences arising from the
unconditional waivers and releases provided in this agreement and none-the-less
enter into this agreement without reservation or qualification.
This offer is valid and binding on the Company only upon your signature below on
or before 12:00 midnight, Monday, April 8, 2002.
By the Company and on behalf of its subsidiary, Aggression Sports, Inc.:
By: /s/ William Stewart Date: April 7, 2002
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William Stewart, Director
WITNESS:
BY: /s/ Thomas P. Raabe Date: April 7, 2002
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Thomas P. Raabe, Individually
WITNESS:
-------------------------------- Date:
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2955 Valmont Road, Suite 300 o Boulder, Colorado 80301
o Phone: 303.247.1313 o Fax: 303.247.1315