art8k120808-debtajwmast.htm


    Exhibit 10.12

    
      

      

    

    
      DEBT
ASSUMPTION, SETTLEMENT AGREEMENT

      AND

       GENERAL
RELEASE

      


      This
Agreement and General Release is made and entered into between AMERIRESOURCE TECHNOLOGIES, INC.
(ARIO), MIDNIGHT
HOLDINGS GROUP, INC. (MHGI) and AJW MASTER (AJWM). The
above-named parties are referred to collectively hereinafter as the
Parties.

      


      RECITALS

      


      Whereas,
certain obligations exist between the Parties;

      


      Whereas,
between the dates of June 14, 2004 to November 8, 2007, MHGI made and granted to
AJWM a series of promissory notes in the face amount of

      $ 1,872,051.84,
the “Midnight Notes”.

      


      Whereas,
the Parties now desire to resolve all claims, known and unknown, which may exist
among them relating to, or arising out of, the Midnight Notes as set forth in
the schedule, Exhibit A, as attached hereto.

      


      Now
therefore, in consideration of the above premises and the following covenants,
it is hereby agreed as follows:

      


      Purpose

      


      
        	
                1.

              	
                The
      Parties hereto understand, acknowledge, and agree that the execution of
      this Agreement constitutes a compromise and assumption of the obligations
      and debts that exist between them, that this Agreement is not to be
      considered as any finding of fact nor construed as an admission of
      wrongdoing or default by any party, those obligation are represented by
      the promissory notes made by MHGI to AJWM as set forth on the attached
      schedule, Exhibit A, (the “Midnight
Notes”).

              


      

      


      Reciprocal
Obligation

      


      
        	
                2)

              	
                ARIO
      will deliver to NIR Group LLC a promissory note in the sum of of the
      Recital Amount shown above and in Exhibit A attached to AJWO as the Holder
      of the said note (the “New Note”).  This New Note would be
      delivered to AJWO upon the final execution of this Agreement by the
      parties.

              


      

      


      
        	
                3)

              	
                The
      parties hereby agree and stipulate that it is their intention that the New
      Note is to be treated as part of the settlement of the obligation due to
      AJWM under the terms of the Midnight Notes and that ARIO’s obligation to
      satisfy that debt is to be satisfied by the delivery of the New Notes as
      set forth herein.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                4)

              	
                The
      respective Parties have agreed to jointly draft and execute this Debt
      Assumption, Settlement Agreement and General Release, and after the
      language is finalized, to provide the other with a copy of the executed
      signature page with all due
expediency.

              


      

      


      
        	
                5)

              	
                The
      Parties agree that payment made in the form of items 1 through 5 of this
      agreement by ARIO shall constitute full and complete settlement of all
      claims and obligations arising from and related to the Midnight Notes that
      are listed on the hereto attached schedule and only the obligations as set
      forth there, and other notes not listed are not affected by this
      Agreement.

              


      

      


      Release of
Claims

      


      
        	
                6)

              	
                Each
      party agrees for itself, its predecessors, successors, and assigns, to
      fully and unconditionally release and forever discharge the other party,
      including  each party successors, assigns, subsidiaries,
      affiliates, transferees, attorneys, representatives, agents, officers,
      directors, employees, insurers, and reinsurers, past, present, and future,
      from and on account of any and all claims, demands, actions, causes of
      action, or charges of any nature or kind whatsoever against the other
      party, whether known or unknown, asserted or unasserted, choate or
      inchoate, related to or arising out of the Midnight Notes in any
      nature.

              


      

      


      Advice of
Counsel

      


      
        	
                7.

              	
                In
      executing this Agreement, the Parties acknowledge that they have been
      advised to consult with and have consulted with and had the advice of an
      attorney duly admitted to practice law prior to executing this Agreement
      and that they have voluntarily executed this Agreement after a careful and
      independent investigation, and not under fraud, duress, or undue
      influence.

              


      

      


      Binding on
Successors

      


      
        	
                8.

              	
                This
      Agreement shall be binding on and inure to the benefit of the Parties
      hereto, their heirs, executors, administrators, successors-in-interest,
      and assigns.

              


      

      


      Integration

      


      
        	
                9.

              	
                All
      Parties hereby agree that this Agreement is the complete and exclusive
      statement of the mutual understanding of the Parties and supersedes and
      cancels all previous written and oral agreements and communications
      relating to the Midnight Notes.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Interpretation

      


      
        	
                10.

              	
                The
      Parties hereby agree that no inference or rule of inference shall be made
      by reason of the fact that one Party caused this Agreement to be drafted.
      For purposes of interpretation of the Agreement, it shall be assumed that
      all Parties drafted each provision of the Agreement. This Agreement shall
      be deemed to have been made in, and shall be construed pursuant to the
      laws of the State of Nevada.

              


      

      


      Severability

      


      
        	
                11.

              	
                If
      any provision of this Agreement shall be adjudged by any court of
      competent jurisdiction to be unenforceable or invalid, that provision
      shall be limited or eliminated to the minimum extent necessary so that
      this Agreement shall otherwise remain in full force and effect and
      enforceable.

              


      

      


      Confidentiality

      


      
        	
                12.

              	
                The
      Parties hereto specifically acknowledge, affirm, agree, and intend on
      their own behalf and on the behalf of their attorneys and representatives,
      that the terms of this Agreement shall remain entirely confidential unless
      disclosure is required by the court, by law, any reporting requirements of
      the Securities and Exchange Commission, or otherwise necessary to carry
      out the terms and conditions of this
Agreement.

              


      

      


      No
Waiver

      


      
        	
                13.

              	
                No
      failure to exercise, and no delay in exercising, on the part of any Party,
      any privilege, any power or any rights hereunder will operate as a waiver
      thereof, nor will any single or partial exercise of any right or power
      hereunder preclude further exercise of any right
  hereunder.

              


      

      


      Further
Assistance

      


      
        	
                14.

              	
                Each
      of the parties shall hereafter execute all documents and take all actions
      that are reasonably necessary to effectuate the provisions of this
      Agreement.

              


      

      


      
        	
                15.

              	
                ARIO
      further warrants and certified the Company is at the time of the execution
      of this Agreement, an accredited investor, as that term is defined by the
      SEC and that the Company is fully informed of the nature and risk of his
      investment in MHGI as represented by the terms of this
      Agreement.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Waiver of
Claims

      


      
        	
                16.

              	
                The
      Parties hereby acknowledge that there is a risk that subsequent to the
      execution of this Agreement, they will discover, incur, or suffer claims
      which were unknown or anticipated at the time this Agreement was executed,
      which, if known on the date this Agreement is executed, may have
      materially affected their decision to execute this Agreement. The Parties
      expressly assume the risk of such unknown and unanticipated claims and
      agree that this Agreement and the general release contained herein apply
      to all such known or unknown or unanticipated
  claims.

              


      

      


      Attorney
Fees

      


      
        	
                17.

              	
                If
      any actual controversy arises as to the enforcement of any provision of
      this Agreement, the prevailing party, in any action or arbitration to
      enforce this Agreement, shall be entitled to recover all costs and
      expenses including, without limitation, attorney
  fees.

              


      

      


      
        Consideration for Assumption
of Debt

      

      


      
        	
                18.

              	
                In
      consideration to ARIO to assume the debt shown in both the Recitals above
      and highlighted in Exhibit A attached as prepared by the NIR Group,
      LLC,  MHGI will issue shares of Series A Convertible Preferred
      Stock that will be equal to, upon conversion into common stock, the value
      of debt being assumed and owed to the Fund managed by the NIR Group, LLC
      and/or its affiliate companies.

              


      

      


      


      


      


      


      


      


      [THE REMAINDER OF THIS PAGE
LEFT BLANK INTENTIONALLY]

       

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Execution in
Counterparts

      


      
        	
                19.

              	
                The
      Parties agree that this Agreement may be executed in counterparts. The
      Parties further agree that, in order to expeditiously effect the execution
      of this Agreement, a facsimile transmission of the signature pages will be
      deemed an original.

              


      

      


      Therefore,
the signatures below constitute an expression of the Parties and by each of
them, that this Agreement is agreed to, and binding as of the date of
execution:

      


      AMERIRESOURCE
TECHNOLOGIES, INC.

      


          Delmar
Janovec

      By:           _____________________
Dated:  _____________________

      


         
President

      Its:           _____________________

      


      


      MIDNIGHT
HOLDINGS GROUP, INC.

      


          Nicholas A.
Cocco

      By:           _____________________
Dated:  _____________________

      


          President &
CEO

      Its:           _____________________

      


      


      AJW
MASTER

          Corey S.
Ribotsky

      By:          
_________________     
   Dated:      December ____,
2008

      


      
        	
                 
      

              	
                                Manager

              


      

      
        	
                 
      

              	
                Its:           
      _________________

              


      

      


      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      EXHIBIT
A: Schedule of Debts Assumed by:

      AmeriResource
Technologies, Inc. (ARIO)

      


      


      
        	
                ARIO

              	 	
                AJW

                PARTNERS

              	 	 	
                NEW

                MILLENNIUM

              	 	 	
                AJW

                MASTER

              	 	 	
                AJW
      OFF-

                SHORE

              	 	 	
                AJW

                QUALIFIED

              	 	 	
                Total

              	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                6/14/2004

              	 	 	50,000.00	 	 	 	10,175.00	 	 	 	 	 	 	88,700.00	 	 	 	101,125.00	 	 	 	250,000.00	 
	
                3/31/2005

              	 	 	39,127.38	 	 	 	5,000.00	 	 	 	 	 	 	112,500.00	 	 	 	92,500.00	 	 	 	249,127.38	 
	
                9/23/2005

              	 	 	80,000.00	 	 	 	10,000.00	 	 	 	 	 	 	225,000.00	 	 	 	185,000.00	 	 	 	500,000.00	 
	
                12/19/2005

              	 	 	81,600.00	 	 	 	10,200.00	 	 	 	 	 	 	229,500.00	 	 	 	188,700.00	 	 	 	510,000.00	 
	
                12/19/2005

              	 	 	(81,600.00	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(81,600.00	)
	
                1/31/2006

              	 	 	71,400.00	 	 	 	9,000.00	 	 	 	 	 	 	350,400.00	 	 	 	169,200.00	 	 	 	600,000.00	 
	
                7/3/2006

              	 	 	29,400.00	 	 	 	3,900.00	 	 	 	 	 	 	183,000.00	 	 	 	83,700.00	 	 	 	300,000.00	 
	
                9/1/2006

              	 	 	258,683.49	 	 	 	 	 	 	 	 	 	 	248,476.88	 	 	 	216,865.86	 	 	 	724,026.23	 
	
                11/17/2006

              	 	 	 	 	 	 	 	 	 	 	 	 	 	450,000.00	 	 	 	 	 	 	 	450,000.00	 
	
                12/11/2006

              	 	 	41,850.00	 	 	 	5,400.00	 	 	 	 	 	 	272,700.00	 	 	 	130,050.00	 	 	 	450,000.00	 
	
                1/17/2007

              	 	 	15,000.00	 	 	 	8,000.00	 	 	 	 	 	 	400,000.00	 	 	 	27,000.00	 	 	 	450,000.00	 
	
                5/1/2007

              	 	 	30,000.00	 	 	 	10,000.00	 	 	 	 	 	 	410,000.00	 	 	 	 	 	 	 	450,000.00	 
	
                8/14/2007

              	 	 	39,150.00	 	 	 	5,400.00	 	 	 	405,450.00	 	 	 	 	 	 	 	 	 	 	 	450,000.00	 
	
                10/1/2007

              	 	 	113,932.41	 	 	 	17,689.80	 	 	 	762,601.84	 	 	 	 	 	 	 	 	 	 	 	894,224.05	 
	
                11/8/2007

              	 	 	88,000.00	 	 	 	8,000.00	 	 	 	704,000.00	 	 	 	 	 	 	 	 	 	 	 	800,000.00	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	856,543.28	 	 	 	102,764.80	 	 	 	1,872,051.84	 	 	 	2,970,276.88	 	 	 	1,194,140.86	 	 	 	6,995,777.66	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	6,995,777.66