Unassociated Document


    


    Cemtrex,
Inc.

     

     

    
      
        	 
      	
                September
      8, 2009

              


      

    

     

    Mr. Arun
Govil

    19
Engineers Lane

    Farmingdale,
New York 11735

     

    
      	
               
      

            	
              Re:

            	
              Cemtrex Inc.
      Promissory Note

            


    

    


    Dear Mr.
Govil:

    


    As we
discussed, Cemtrex, Inc. (the "Company") wishes to
settle the Company's convertible promissory note held by you, dated April 30,
2007 (the "Note").  The
current principal balance of the Note is $1,300,000 (collectively, the "Outstanding Amount").
Pursuant to the terms of the Note, the Outstanding Amount is convertible into
30,000,000 shares of the Company’s common stock. Please allow this letter to
serve as our agreement in settlement of the Outstanding Amount on the following
terms and conditions:

     

    1. The
Company shall issue you 2,500,000 shares of common stock (the “Common Stock") of
the Company, par value $0.001.

     

    2. The
Company shall issue you 1,000,000 shares of Series A Preferred Stock (the "Preferred Stock") of
the Company, par value $0.001 per share.  The Preferred Stock shall
have the rights and preferences as set forth on Exhibit A attached
hereto.

     

    3. In
consideration of the issuance of the Common Stock and Preferred Stock described
in Paragraph 1 and 2 hereof, you agree to forfeit 27,500,000 shares of common
stock issuable as per the original terms of the Note.

     

    4. We
acknowledge and agree that the Note is hereby cancelled and of no force and
effect.

     

    5. You
warrant and represent that that you have not granted, assigned, mortgaged,
pledged or hypothecated any right, title or interest in the Note. You further
represents that you have received independent legal and tax advice in connection
with this letter agreement and fully understand the legal and tax ramifications
of this agreement and the transactions set forth herein.  The parties
acknowledge that this agreement is fair and equitable, and it is not the result
of any fraud, duress or undue influence exercised by either of the
parties.

     

    6. In
consideration of the issuance of the Common Stock and Preferred Stock described
in Paragraph 1 and 2 hereof and other good and valuable consideration, receipt
of which is acknowledged, you, on behalf of your predecessors, successors in
interest, subsidiaries, affiliates, and all past, present and future partners,
principals, members, directors, officers, shareholders, employees, servants,
representatives, insurers, attorneys, and assigns (collectively, the "Releasors"), hereby
release, discharge, and acquit forever the Company from all actions, causes of
action, suits, debts, dues, sums of money, attorneys’ fees, accounts,
reckonings, bonds, bills, promises, variances, trespasses, damages, judgments,
extents, executions, claims and demands whatsoever, whether known or unknown, in
law, admiralty or equity ("Claims"), which the
Releasors, individually or collectively, ever had, may have had, now have, or
hereinafter can, shall or may have for, upon or by reason of any matter, cause
or thing whatsoever from the beginning of the world to the date of the Agreement
relating to or in connection with Note. The foregoing release shall inure to the
benefit of the Company's predecessors, successors in interest, subsidiaries,
affiliates, and all past, present and future partners, principals, members,
directors, officers, shareholders, employees, servants, representatives,
insurers, attorneys and assigns.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Kindly
indicate your acceptance of this agreement by your signature below.

     

    
      
        	 	 	Regards,	 
	 	 	 	 
	 	 	CEMTREX,
      INC.	 
	 	 	 	 
	
                 

              	
              	/s/ 	 
	 	
              	By:
	 
	 	
              	Title:	 


      

    

     

    
      
        	

                Acknowledged
      and Agreed to:

              	 	 	 	 
	 	 	 	 	 
	
                /s/

              	 	 	
              	 
	
                

                  Arun
      Govil

                

              	 	 	
              	 


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
A

    Certificate of
Designation