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SUPPLEMENTAL AGREEMENT

Convertible Promissory Note

SUPPLEMENTAL AGREEMENT | Document Parties: AMERICAN UNITED GLOBAL  INC | Altitude Group, LLC, |  D.C. Capital LLC You are currently viewing:
This Convertible Promissory Note involves

AMERICAN UNITED GLOBAL INC | Altitude Group, LLC, | D.C. Capital LLC

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Title: SUPPLEMENTAL AGREEMENT
Date: 9/30/2005
Industry: Constr. and Agric. Machinery    

SUPPLEMENTAL AGREEMENT, Parties: american united global  inc , altitude group  llc  ,  d.c. capital llc
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SUPPLEMENTAL AGREEMENT

 

THIS SUPPLEMENTAL AGREEMENT (this “ Agreement ”) is made as of September 22, 2005 (the “Execution Date”), by and among Altitude Group, LLC, Birch Associates, Inc., and D.C. Capital LLC (collectively, the “ Investors ”) and American United Group, Inc. (the “ Company ”).

 

W I T N E S S E T H:

 

WHEREAS , the Company issued $700,000 principal face amount 10% Subordinated Convertible Promissory Notes to the Investors (the “Notes”) pursuant to Subscription Agreements by and between the Investors and the Company, dated June 16, 2003 (the “Subscription Agreements”);

 

WHEREAS, the Company defaulted on repayment of the Notes;

 

WHEREAS, the Investors subsequently filed an action against the Company on September 24, 2004 in the Supreme Court of New York, County of New York, entitled Altitude Group LLC v. American United Global, Inc. , Index No. 60096/04 (the “Action”), and obtained a judgment against the Company on September 24, 2004 in the amount of $840,695.79 (the “Judgment”);

 

WHEREAS , the Company was issued in its name a total of 1,222,586 shares of Western Power & Equipment Corp. (WPEC.OB) (the “WPEC Stock”);

 

WHEREAS , a certificate representing 1,222,586 shares of Western Power & Equipment Corp. (WPEC.OB) (the “WPEC Stock”) in the name of the Company is currently held by counsel for the Investors, Arnold & Porter LLP, pursuant to a Confidential Settlement Agreement entered June 1, 2005 by and between the Company and the Investors (the “Settlement Agreement”).

 

NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:

 

1.   Within 30 days of the Execution Date, the Company shall notify counsel for the Investors that it is prepared to wire $1,154,000.00 in cash (the “Amount”) into the account at BB&T Bank (Branch Banking & Trust Company), 1909 K Street NW, Washington, D.C., account number 5162397569, ABA number 054001547 (the “Account”). Within 3 business days of this notification: (1) the Company and the Investors shall execute general mutual releases (the “Releases”) in favor of each other in the form annexed hereto as Exhibit A, and deliver the Releases to counsel for the Investors to be held in escrow with the WPEC Stock, and (2) the Releases and the WPEC Stock shall be shown to Stephen M. Fleming of Sichenzia Ross Friedman Ference LLP (the “Designated Representative”) for inspection, and (3) upon inspection and approval, the Designated Representative shall wire the Amount into the Account, and (4) upon notification by counsel for the Investors that the Amount has been received into the Account, the WPEC Stock shall be released from escrow to the Designated Representative, and the Releases shall be released from escrow to the Designated Representative and to the Investors, and (4) counsel for the Investors shall deduct from the Amount outstanding unpaid legal fees, and issue a check in the sum remaining of the Amount to the Investors.

 

 

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