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Exhibit 10.17
SETTLEMENT AND TERMINATION AGREEMENT
THIS SETTLEMENT AND TERMINATION AGREEMENT, made as of this 15th day
of
January, 2008 by and among:
1. GLOBAL RESOURCE CORPORATION, a Nevada corporation with principal
offices
located at 408 Bloomfield Drive, Suite 3, West Berlin, New Jersey
08091
(hereinafter "GLOBAL"); and
2. PATRICK F. HOGAN, a/k/a "Hawk Hogan", an adult individual
residing at 8
Tallowood Drive, Medford, New Jersey 32817 (hereinafter "HOGAN");
and
3. FRANK G. PRINGLE, an adult individual, competent to contract,
with principal
offices located at 408 Bloomfield Drive, Suites 1 & 2, West
Berlin, New Jersey
08091 (hereinafter "PRINGLE");
AND
5. TERENCE M. TAYLOR, an adult individual, competent to contract,
with principal
offices located at 60 Bayside Avenue, Oyster Bay, New York 11771
(hereinafter
"TAYLOR"); and
6. TOMAHAWK TRADING CORP., a New York corporation with principal
offices located
at 60 Bayside Avenue, Oyster Bay, New York 11771 (hereinafter
"TOMAHAWK")
WITNESSETH THAT:
WHEREAS, the parties have and have had various relationships in
which
frictions, disagreements and disputes have arisen and the parties
desire to
settle and terminate those relationships and to establish
alternative
relationships as set forth herein;
WHEREAS, the parties have negotiated the terms of such settlement
and
termination and desire a document to formalize and evidence their
understandings
and agreements; NOW, THEREFORE, intending to be legally bound, and
in
consideration of the mutual promises and conditions contained
herein, the
parties have agreed, and hereby do agree, as follows:
I
SALE OF HOGAN S-8 SHARES
HOGAN received Eighty Thousand shares of GLOBAL's Common Stock
pursuant to
GLOBAL's S-8 employee compensation plan, which HOGAN gave to TAYLOR
and/or
TOMAHAWK for sale. TAYLOR and/or TOMAHAWK sold such shares and have
been holding
the proceeds. HOGAN hereby agrees with TAYLOR and TOMAHAWK that the
value of the
shares, and the principal amount payable to him, is One Hundred
Sixty Thousand
Dollars ($160,000), which sum TAYLOR and TOMAHAWK acknowledge is
due and owing
to HOGAN. In addition to such principal amount, TAYLOR and TOMAHAWK
hereby agree
to pay to HOGAN the sum of Eighteen Thousand Dollars ($18,000) for
interest and
deferred reimbursement of the federal and state income taxes
payable by HOGAN on
the issuance of the shares to him. Such $178,000 shall be paid as
provided in
Article VII below.
II
TAYLOR LOAN TO PRINGLE
PRINGLE had borrowed the sum of $250,000 from Mark Johnson. Because
of a falling
out between PRINGLE and Johnson, PRINGLE desired to have an
alternative
creditor. To accomodate him, TAYLOR purchased the debt from Johnson
and became
PRINGLE's creditor. Subsequently, to repay the debt, PRINGLE, who
had received
Two Hundred Fifty Thousand shares of GLOBAL's Common Stock pursuant
to GLOBAL's
S-8 employee compensation plan, transferred such shares to TAYLOR
and/or
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TOMAHAWK for sale. TAYLOR and/or TOMAHAWK sold such shares and have
been holding
the proceeds. TAYLOR and TOMAHAWK acknowledge indebtedness to
PRINGLE in the
amount of $87,500, which sum is the difference between the $250,000
indebtedness
and the $337,500 fair market value of the 250,000 shares on the
date of
issuance. PRINGLE hereby transfers the proceeds, net of the $87,500
liability,
to TAYLOR and/or TOMAHAWK in lieu of all interest, loan costs and
all other
liabilities in connection with the loan. Such $87,500 shall be paid
as provided
in Article VII below.
III
LOAN BY GLOBAL TO TAYLOR
On or about April 5, 2006, GLOBAL loaned the sum of Seven Thousand
Dollars
($7,000) to TAYLOR. Together with interest and loan costs, such
indebtedness is
now agreed to be $9,000. Such $9,000 shall be paid as provided in
Article VII
below.
IV
TAYLOR/TOMAHAWK ASSUMPTION OF MJACC INDEBTEDNESS
Subsequent to that certain settlement between GLOBAL and MJACC,
TOMAHAWK assumed
the Six Hundred Fifty Thousand Dollars ($650,000) indebtedness of
MJACC to
GLOBAL. In reliance upon that assumption, GLOBAL caused the
transfer of Four
Hundred Thousand (400,000) shares of its Common Stock, previously
owned by MJACC
and then being held in escrow, to be transferred to TOMAHAWK.
TOMAHAWK was to
sell the shares and repay the indebtedness. The shares were sold
but the
indebtedness was not repaid and TAYLOR and TOMAHAWK acknowledge and
admit such
indebtedness. Such $650,000 shall be paid as provided in Article
VII below.
V
GUARANTEE OF WESTOR RETAINER FEE
AND PREPAID COMMISSION
1. On January 26, 2007, TAYLOR agreed to reimburse GLOBAL for the
Twenty-five
Thousand Dollars ($25,000) being paid by GLOBAL in the event tha
