Exhibit 10.2
SETTLEMENT AND STOCK ISSUANCE AGREEMENT
THIS SETTLEMENT AND STOCK ISSUANCE AGREEMENT (this "Agreement") is
made
and entered
into as of the 17th
day of November,
2006, by and between W/F
Investment Corp., a California corporation ("W/F Investment"), maintaining an
address at 1900 Avenue of the Stars, Suite 2410, Los Angeles,
California 90067,
and Nevstar
Corporation, a Nevada
corporation (the "Company"), maintaining an
address at 12890 Hilltop Road, Argyle, Texas 76226.
W I T N E S S E T H:
WHEREAS, the Company
established a line of
credit with W/F Investment
to be used as working capital; and
WHEREAS, as of the
date hereof, the Company owes W/F Investment
$501,945.66 in full
satisfaction
for the amount
loaned to the Company
by W/F
Investment, which amount includes all accrued and unpaid interest;
and
WHEREAS, the Company desires to issue 107,000 newly issued,
restricted
shares (the "Shares")
of the common capital
stock of the
Company, par value
$0.01 per share, to
W/F Investment and pay
W/F Investment
$100,000.00 in full
satisfaction of all amounts currently owed to W/F Investment by the
Company (the
"Debt"); and
WHEREAS, W/F Investment desires to accept $100,000.00 and 107,000
newly
issued, restricted
shares of the Company's common capital stock in full
satisfaction of the Debt; and
NOW, THEREFORE,
for and in
consideration
of the premises and
mutual
covenants and
agreements
contained
herein
and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as
follows:
Section 1. Issuance of Shares; Payment.
Based upon the representations, warranties, and covenants and subject
to the terms,
provisions, and
conditions contained
in this Agreement, and
as
partial consideration
for this Agreement, the Company agrees to issue and
deliver the Shares to
W/F Investment,
free and clear of all
liens, pledges,
encumbrances, security
interests, and adverse claims, and W/F Investment agrees
to receive the Shares from the Company for the consideration hereinafter set
forth. As further
consideration for this
Agreement, the Company
agrees to pay
$100,000.00 to W/F Investment for the consideration hereinafter set
forth.
Section 2. Forgiveness of Debt.
As consideration for this Agreement, W/F Investment, for itself,
and on
behalf of its
current and former agents, shareholders, owners, partners,
investors, officers,
directors,
consultants,
attorneys, servants,
employees,
parents, subsidiaries,
divisions, holding
companies, insurers, affiliates, and
successors and assigns, unconditionally forever releases,
acquits, discharges
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and holds harmless the Company and its current and former agents,
shareholders,
owners, partners,
investors,
officers, directors, consultants, attorneys,
servants, employees,
parents, subsidiaries, divisions, holding companies,
insurers, affiliates,
and successors and assigns from any and all actions,
causes of action,
claims, losses,
demands, or suits, of any kind
whatsoever,
common law, statutory,
contractual
or otherwise, whether known or unknown,
liquidated or
contingent, in law or
in equity, it now has
or ever has against
the Company,
arising from or growing out of the Debt.
It is understood and
agreed that
nothing in this Section shall effect the rights, duties and
obligations created by this Agreement.
Section 3. The Closing.
Upon execution of this
Agreement (the
"Closing"),
the Company shall
deliver to W/F Investment (i) a certificate(s) evidencing the Shares issued
in
the name of W/F Investment and (ii) $100,000.00.
Section 4. Representations and Warranties of the Company.
In connection with the transactions contemplated by this Agreement,
the
Company hereby represents and warrants to W/F Investment as
follows:
4.1. Validity of Transaction.
This Agreement and, as applicable, each other agreement contemplated
hereby are, or upon execution will be, valid and legally binding
obligations of
the Company,
enforceable in accordance with their respective terms against the
Company, except as limited by bankruptcy, insolvency and similar laws
affecting
creditors generally,
and by general
principles of equity. At the time that the
Shares are issued, assigned, transferred and conveyed to W/F
Investment pursuant
to this Agreement, the
Shares will be duly
authorized, validly
issued, fully
paid and nonassessable.
4.2. Authority.
The execution,
delivery and
performance
of this Agreement have
been
duly authorized by the
Company and will not violate any applicable federal or
state law,
any order of any court
or government
agency or the Articles of
Incorporation or By-laws of the Company. The execution, delivery
and performance
of this Agreement will
not result in any breach of or default under, or result
in the creation
of any encumbrance upon any of the assets of the Company
pursuant to the
terms of any
agreement by which the Company or any of its
respective assets may be bound.
Section 5. Representations and Warranties of W/F Investment.
W/F Investment
acknowledges and
understands that the Shares are being
acquired for
investment in a
transaction that is
considered to be exempt from
registration. In
connection with the
transactions
contemplated
hereby, W/F
Investment hereby represents and warrants to the Company that:
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