Acknowledgement and Settlement Agreement between Nustate Energy and The Adamas Fund (October 9, 2008)

Summary

This agreement confirms that Nustate Energy will pay The Adamas Fund $1,250,000 and allow Adamas to retain about 16 million shares of Nustate's common stock. Any additional shares will be returned to Nustate. The payment must be wired to Adamas by December 1, 2008; otherwise, the agreement is void and the original debt terms, including interest and penalties, will apply. Collateral will be released only after the payment is cleared. The parties involved are Nustate Energy and The Adamas Fund.

EX-10.49 2 ex10-49.txt EMAIL DATED OCTOBER 9, 2008 EXHIBIT 10.49 From: GEORGE STEVENS [mail to ***@***] Sent: Thursday, October 9, 2008 12:35 PM To: Robert Rudman Cc: Harvey Altholtz (E-mail 2); Peter Peterson Subject: acknowledgement Importance: High Robert This written email will serve as acknowledgement of the receipt of your revised proposal in regards to the outstanding debt owed to the Adamas Fund by Nustate Energy, trading symbol NSEH.OB. We will accept the proposal, based upon your letter of October 8, 2008, whereby Nustate promises to pay to Adamas $1,250,000, plus Adamas will continue to own approximately 16,000,000 shares of Nustate free trading common stock. Any shares of stock outside of the aforementioned will be returned to the Nustate treasury. As a further condition of this agreement, the funds will wired into the Adamas Fund general account before December 1, 2008. However, this agreement is automatically void should the funds not be received on or before that stipulated date. The note becomes a default on December 6, 2008, 12:01AM Eastern Time. Release of the collateral will only occur when the funds are cleared and acknowledged by the bank of the general fund. Should payment not be received by the stipulated date, then all terms and conditions revert back to the original note plus accrued interest and penalties. George Q. Stevens Investment Advisor The Adamas Fund George Stevens Stevens Resource Group LLC Office ###-###-#### Fax ###-###-#### Mobile ###-###-####