CLOSING AGREEMENT
THIS TRANSFER AND ASSIGNMENT is executed as of October 1, 2000, by and
between WASTEMASTERS OF DELAWARE, INC., WASTEMASTERS, INC. (collectively,
"WMI") and GLOBAL ECO-LOGICAL SERVICES, INC. ("Global").
WHEREAS, WMI and Global entered into a Lease/Purchase and Management
Agreement, dated September 1, 2000 (the "Lease"), wherein WMI leased the
following described property (collectively, the "Property"), to wit: Tri-
State Waste Disposal, Inc., a New Jersey corporation; All Waste Disposal
Service, Inc., a Commonwealth of Pennsylvania corporation; and Lisbon
Landfill, Inc., a Florida corporation (collectively, hereinafter, the
"Corporations");
WHEREAS, the Lease contained an option to purchase the Property, which
WMI has exercised;
WHEREAS, the parties have executed this Agreement to evidence the
conveyance of the Property to WMI.
NOW THEREFORE, for the consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each party hereto, WMI and
Global hereby agree as follows:
1. Payment of Purchase Price for Property. In consideration for the
Corporations, and pursuant to the terms of the Option within the Lease, WMI
shall deliver unto Global Fifteen Million shares (15,000,000) common stock
of WasteMasters (NASDAQ BB: "WAST"). When issued and delivered, the shares
will be duly authorized, validly issued, fully paid and nonassessable, free
of any preemptive or other similar rights of any person. The shares when
delivered as set forth herein will be registered pursuant to the Securities
Act of 1933, as amended, on a registration statement that has been declared
effective by the SEC.
2. Transfer and Assignment of Corporations. Global hereby sells,
transfers, assigns, delivers and conveys to WMI, its successors and
assigns, or its designee, all right, title and interest of Global in and to
the common stock of the Corporations, and any claim which Global has
against the Corporations (other than any claim for enforcement of the
obligations created by this Assignment).
3. Indemnification of Global. In partial consideration for the
assignment of such stock and claims in and against the Corporations to WMI,
WMI hereby agrees to indemnify and hold Global and its officers, directors,
employees and subsidiaries harmless against any and all such claims or
liabilities asserted against Global, including any attorney's fees incurred
as a result of such claims or liabilities, arising out of the operation of,
or related to, the Corporations whenever incurred, including any liability
to vendors, lessors, taxing authorities, or lenders to the Corporations.
4. Release of Global. In consideration for the transactions
effectuated herein, the Corporations hereby release and discharge Global
from any claim or liability which they may have against Global, and the WMI
hereby agrees to indemnify and hold Global harmless against any claim or
liability, including attorney's fees incurred in defense of such claim or
liability, which the Corporations might have against Global.
5. Turnover of Books and Records. Global recognizes it will have
an obligation to supply audited financial statements for the Corporations
through December 31, 1999 and will be immediately required to turnover the
books and records of the Corporations.
6. Survival of Assignment. The provisions of this Assignment
shall survive the consummation of the transactions provided for herein.
7. Governing Law. This instrument shall be construed and enforced
in accordance with and governed by the laws of the State of Georgia.
8. Binding Effect. This instrument shall bind and inure to the
benefit of the parties hereto and their respective heirs, executors,
personal representatives, successors and assigns.
9. Time of the Essence. WasteMasters realizes time is of the
essence with reference to the shares delivered to Global, and that in no
case shall registration extend beyond 120 days from the date of this
Agreement.
IN WITNESS WHEREOF, Assignor and Assignee have executed and sealed
this Assignment as of the day and year first above written.
WASTEMASTERS OF DELAWARE, INC., a Delaware corporation
/s/ Douglas Holsted
By: Douglas Holsted, Secretary
GLOBAL ECO-LOGICAL SERVICES, INC.
/s/ Richard D. Tuorto
By: Richard D. Tuorto, Sr., President
Agreed and Assented to:
WASTEMASTERS, INC.
/s/ Douglas Holsted
By: Douglas Holsted, Secretary
