Agreement
This Agreement is entered into on the 14
th day of February, 2004, by Third Millennium Industries
Inc.. and its wholly owned subsidiary, Campers World, Inc.,
hereinafter collectively referred to as “TMI”,
and Ronald E. Shepherd, individually and as Trustee for the
Shepherd Family Trust dated October 26, 1998, hereinafter
collectively referred to as “Shepherd”
Recitals.
Each named party above acknowledges that
Ronald E. Shepherd was General Manager of the retail operations of
Campers World, Inc. located in Tulsa, Oklahoma from August 20,
2004, until the date of this Agreement.
In consideration of the payment of
Seventy-five thousand (75,000) shares of TMI stock to Ronald E.
Shepherd, Trustee of The Shepherd Family (“Shares”) on
or about ten days from the date of this Agreement and the
assumption of certain liabilities contained therein, all of which
will have a positive effect on the personal financial condition of
Shepherd, TMI and Shepherd agree as follows:
1.
Mutual Release.
TMI and Ron Shepherd hereby release each
other,
including the officers, directors and
shareholders of TMI in a representative or individual capacity from
the all terms, provisions and obligations due to or from each other
contained in the following:
a.
Employment Agreement between TMI and
Ronald E. Shepherd;
b.
Stock Option Agreement between Greg
Spencer and Dennis DePriest as Grantor and Ronald E. Shepherd,
Trustee of The Shepherd Family Revocable Trust Dated October 26,
1998;
c.
Covenant not to Compete between TMI and
Ronald E. Shepherd
d.
Real Estate Contract for the sale of
the 11 th Street location.
e.
Any notes payable or loans due to
Ron Shepherd or Ronald E. Shepherd, Trustee of The Shepherd
Family Revocable Trust Dated October 26, 1998;
f.
Any right of first refusal to purchase
the RV business from TMI or Campers World, Inc.
The release contained herein does not
include any obligation to indemnify Ron Shepherd from any loss
sustained arising out of any personal guaranty of indebtedness of
Campers World, Inc. which has not been assumed by Camperland of
Oklahoma, L.L.C. in the Exhibit A and Exhibit B of Asset
Purchase Agreement between Campers World, Inc. and Camperland of
Oklahoma, L.L.C.
2.
Unknown RV Liabilities of Campers
World, Inc. As
manager of Campers World, Inc., a wholly owned subsidiary of Third
Millenium Industries, Inc., Shepherd represents and warrants to the
best of his knowledge, Exhibits A, B and D as attached hereto
accurately reflect the debts and liabilities of Campers World,
Inc., a wholly owned subsidiary of TMI as of February 14, 2004.
Action that arise as a result of the negligent or intentional
misrepresentation of Shepherd which are discovered in the next six
(6) months, which were not incurred as a result of actions by TMI
or Jim Nichols, will be defended by Shepherd. Campers World,
Inc. will promptly notify Ron Shepherd of any basis for a cause of
action or a discovered unknown liability during said six month
period. Shepherd will hold harmless Campers
World, Inc. from any damage caused by any such negligent or
intentional misrepresentation which were caused by any transaction
occurring from August 20, 2003 to February 14, 2004.
3.
Current Employee Benefits
As manager
of Campers World, Inc., a
wholly owned subsidiary of Third
Millennium Industries, Inc., Shepherd represents and warrants that
to the best of his knowledge with respect to the operation of
Campers World, Inc. does not have any liability to any person
presently or formerly employed by it in connection with the
operations of its business for any arrears in wages, salaries,
commissions, deferred compensation, supplemental retirement income,
overtime pay, vacation, time off, or pay in lieu of vacation or
time off (other than for normal wage accruals with respect to
Campers World, Inc.’s current pay period) or for any other
payments or penalties for failure to comply with any statute, law,
rule, regulation or agreement relating to or affecting Campers
World, Inc., nor is there any basis known to Campers World, Inc.
for any such liability in regard to the period from August 20, 2003
to February 14, 2004..
4.
Tax Returns . Shepherd represents and warrants that to the
best of his knowledge and ability Campers World, Inc. has timely
filed, or caused to be timely filed, all federal, state and local
returns for income, sales, withholding, franchise, payroll,
property taxes, and all other taxes of every kind, type, nature or
description, that are required by law to be filed by Campers World,
Inc. and all such returns are complete and accurate and Campers
World, Inc. has paid, caused to be paid or made provision for
payment of all taxes, assessments, penalties or interest which have
or may become due thereunder or for the period covered thereby and
there is no basis for any attachments, tax assessments, penalties
or interest against Campers World, Inc. or the Assets being
purchased under the Asset Purchase Agreement between Campers World,
Inc. and Camperland of Oklahoma, L.L.C.. Campers World, Inc.
has not received any notice of any actual or proposed audit,
adjustments, changes, liens, assessments, penalties, or interest
claims against Campers World, Inc. or any of the assets being
conveyed by the Asset Purchase Agreement. There are no tax
liens on the assets being sold under the Asset Purchase
Agreement.
5. Operating
Statements . Shepherd represents and warrants that to the
best of his knowledge the monthly operating statements that have
been delivered to Third Millennium Industries, Inc., the sole
shareholder of Campers World, Inc. have been prepared and adjusted
on a basis consistent with one another, have been accurate and
complete, fairly represent the financial condition of Campers
World, Inc. and the income, expenses and results of operations of
Campers World, Inc., for the time period(s) covered thereby, and
have not omitted to state or reflect any fact concerning Campers
World, Inc.. Since the date of the last operating statement
provided to Third Millennium Industries, Inc., Campers World, Inc.
has not (a) incurred any liability or obligation of any nature
(whether accrued, absolute, contingent or otherwise), except in the
ordinary course of business, (b) permitted any of its assets to be
subjected to any additional liens in the ordinary course of
business, (c) sold, transferred or otherwise disposed of any assets
except in the ordinary course of business, (d) made any capital
expenditure or commitment therefor, except in the ordinary course
of business, (e) made any bonus or profit sharing distribution or
payment of any kind, except in the ordinary course of business, (f)
increased its indebtedness or borrowed money, except current
borrowings from banks in the ordinary course of business, or made
any loan to any person, (g) written off as uncollectible any notes
or accounts receivable, except write-offs in the ordinary course of
business, none of which individually or in the aggregate is
material to the Campers World, Inc., (h) canceled or waived any
claims or rights of substantial value, (i) made any change in any
method of accounting or auditing practice, (j) engaged in any
material transaction except in the ordinary course of business as
theretofore conducted, (k) suffered any material adverse change in
its financial or other condition or prospects, (l) otherwise
conducted its business or entered into any material transaction,
except in the usual and ordinary manner and in the ordinary course
of business, or (m) agreed, whether or not in writing, to do any of
the foregoing.
6. Threatened and Pending
Litigation. Except as set forth in Exhibit 1 ,
Shepherd represents and warrants that to the best of his knowledge
there is no civil, criminal, administrative or other suit, action,
decree, arbitration or legal, administrative or other proceeding,
controversy or investigation (“Litigation”) pending or,
to the best of Ron Shepherd’s knowledge, threatened against
Campers World, Inc. or any of its property, assets or rights and
Campers World, Inc. is not subject to or in default with respect to
any order, writ, injunction, judgment or decree of any federal,
state, local or foreign court, department, agency or
instrumentality, or any settlement of any Litigation, nor has the
time period of Campers World, Inc.’s compliance with
respect to any of the same been extended or stayed. Campers
World, Inc. has complied with all applicable laws (including rules,
regulations, codes, plans, injunctions, judgments, orders, decrees,
rulings, and charges there under) of federal, state,
local,
