ex10_12.htm


     

    
      

      

    

    
      SETTLEMENT
AGREEMENT

       

      This
Settlement Agreement (this “Agreement”) is
entered into between America
Power Corp. ("Borrower" or the
“Company”) and
Black Sands Holdings
Inc. (the "Lender").  Borrower
and Lender are each a “Party” and
collectively, the “Parties”.

       

      RECITALS

       

      WHEREAS,
Borrower raised funds for general corporate purposes and borrowed funds from the
Lender to provide the Company with working capital to continue operations (the
“Obligation”); and

       

      WHEREAS,
the Parties desire to settle the Obligation owed by Borrower to Lender;
and

       

      WHEREAS,
neither the Lender nor third party vendor is affiliated with Borrower as defined
by the Securities and Exchange Acts of 1933 and 1934.

       

      NOW
THEREFORE, in consideration of the recitals, payments, covenants, and agreements
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Parties agree as
follows:

       

      SETTLEMENT
TERMS

       

      
        	
                1.  

              	
                Release of
      Claims. In exchange for the release of claims by Lender against
      Borrower, Borrower agrees to enter into debt to equity conversion as a
      means of settling the outstanding loan amount of
      US$208,602.74.

              


      

       

      
        	
                2.  

              	
                Debt to Equity
      Conversion. Lender agrees to settle the outstanding amount owed to
      Lender from Borrower through acceptance of common stock (the “Shares”) of
      the Borrower. Such Shares will be issued at a conversion rate of $0.50. At
      said rate, it is agreed that 417,205 shares will satisfy the conversion in
      full. Shares will be issued with restrictive legend pursuant to Rule 144
      of the Securities & Exchange Commission Acts of 1933 and
      1944.

              


      

       

      
        	
                3.  

              	
                Effectiveness of
      Releases. The Releases granted in Section 5 below by Borrower in
      favor of Lender are effective immediately upon execution of this Agreement
      by the Parties. The Releases granted in Section 5 below by Lender in favor
      of Borrower become effective upon the occurrence the execution of this
      Agreement by the Parties.

              


      

       

      
        	
                4.  

              	
                Attorneys’
      Fees. In the event of a breach of this Agreement, the prevailing
      party is entitled to recover reasonable attorneys’ fees and costs, in
      addition to any other damages.

              


      

       

      
        	
                5.  

              	
                Mutual
      Releases. As consideration of all obligations contained herein, the
      Parties agree to the mutual releases of each other, including any
      officers, directors, employees, agents, representatives, subsidiaries,
      successors, predecessors, affiliates, heirs, devisees, servants,
      attorneys, assigns, and potential assigns (the “Releases”). These Releases
      shall extend to any and all manners of action, causes of action, suits,
      debts, sums of money, accounts, bonds, bills, covenants, contracts,
      controversies, agreements, promises, damages, expenses, claims and demands
      whatsoever, hereof, in contract, tort, statute, law, equity or otherwise,
      which the Parties had or have, upon or by reason of any fact, matter,
      cause or thing whatsoever.

              


      

       

      
        	
                6.  

              	
                Governing Law and
      Venue. This Agreement shall be exclusively governed by and
      construed according to the laws of the State of Nevada except that any
      conflicts of law rule requiring reference to the laws of another
      jurisdiction shall be disregarded. Venue for determination of any dispute
      arising under or related to this Agreement shall lie exclusively within
      Las Vegas, Nevada.

              


      

       

      
        	
                7.  

              	
                Representations and
      Warranties. Each Party hereby expressly warrants and represents
      that: (i) it has authority to act for itself or the lawful owner of its
      respective claims herein; (ii) it has full power and express authority to
      settle the claims as set forth in this Agreement; (iii) it has not made
      any assignment or transfer of the claims as set forth in this Agreement,
      including but not limited to assignment or transfer by subrogation or by
      operation of law; (iv) it knows of no person or entity that intends to
      assert a claim by, through, under, or on behalf of such Party; (v) it is
      not relying upon any statements, understandings, representations,
      expectations, or agreements other than those expressly set forth in this
      Agreement; (vi) it is represented and has been advised by counsel in
      connection with this Agreement, which such Party executes wholly
      voluntarily and of its own choice, volition, judgment, belief and
      knowledge, after consultation with such counsel and not under coercion or
      duress; (vii) it has made its own investigation of the facts and is
      relying solely upon its own knowledge and the advice of its counsel;
      (viii) it knowingly waives any claim that this Agreement was induced by
      any misrepresentation or nondisclosure and any right to rescind or avoid
      this Agreement based upon presently existing facts either known or
      reasonably ascertainable. The Parties agree and stipulate that each Party
      is relying upon these representations and warranties in entering into this
      Agreement.

              


      

       

      
        	
                8.  

              	
                Entire
      Agreement. This Agreement contains and constitutes the entire
      agreement and understandings of the Parties and supersede as of the
      execution date all prior negotiations, discussions, undertakings or
      agreements of any sort whatsoever, whether oral or written, or any claims
      that might have ever been made by one Party against any opposing Party.
      There are no representations, agreements, or inducements except as set
      forth expressly and specifically in this
  Agreement.

              


      

       

      
        	
                9.  

              	
                Amendments in
      Writing. This Agreement may only be amended or modified by a
      written instrument that has been executed by the Parties and that
      unequivocally indicates the Parties’ intentions. No waiver of any breach
      of this Agreement shall be construed as an implied amendment or agreement
      to amend or modify any provision of this
  Agreement.

              


      

       

      
        	
                10.  

              	
                No Author. All
      terms and provisions of this Agreement, and the drafting of this
      Agreement, have been negotiated by the Parties at arm’s length, with
      assistance of the attorneys and appropriate representatives of the
      Parties’ choosing, with consideration by and participation of each, and no
      party shall be deemed the scrivener of this
  Agreement.

              


      

       

      
        	
                11.  

              	
                Construction.
      Words used in the Agreement of any gender or neuter shall be construed to
      include any other gender or neuter where appropriate. Words used in this
      Agreement that are either singular or plural shall be construed to include
      the other where appropriate.

              


      

       

      
        	
                12.  

              	
                Captions and
      Headings. The Parties agree that the captions and headings
      contained in this Agreement are for convenience only and shall not be
      deemed to constitute a part of this
Agreement.

              


      

       

      
        	
                13.  

              	
                Multiple
      Counterparts. This Agreement may be executed in multiple
      counterparts, any and all of which may contain the signatures of less than
      all the Parties and all of which shall be construed together as a single
      document. Each counterpart shall be fully effective as an original when
      all of the Parties have executed this Agreement. Such counterparts may
      also be executed by facsimile
signature.

              


      

       

      
        	
                14.  

              	
                No Admission of
      Fault. Neither the execution of this Agreement nor compliance with
      its terms, nor the consideration provided for herein, shall constitute or
      be construed as an admission of any fault, wrongdoing or liability
      whatsoever on the part of any of the Parties, or any of their agents,
      attorneys, representatives, or employees, but is in full settlement of
      disputed issues, and all such liability is expressly
    denied.

              


      

       

      
        	
                15.  

              	
                No Waiver. The
      failure by any of the Parties to this Agreement to enforce at any time, or
      for any period of time, any one or more of the terms or conditions of this
      Agreement or a course of dealing between the Parties, shall not be a
      waiver of such terms or conditions or of such Party’s right thereafter to
      enforce each and every term and condition of this
    Agreement.

              


      

       

      AGREED:

       

      
        	
                Black
      Sands Holdings, Inc.

                
                   

                   

                  ______________________

                

                Authorized
      Representative

                Date:

              	
                American
      Power Corporation

                
                   

                   

                  ______________________

                

                Authorized
      Representative

                Date: