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.
3.
In
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