8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 7, 2014

Unique Growing Solutions, Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-170118	27-2830681
(State of other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

100 Europa Drive, Chapel Hill, NC 27517

(Address of principal executive office)

(Registrant's telephone number, including area code)

Alternative Energy & Environmental Solutions, Inc.

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Effective as of October 7, 2014 (the “Settlement Date”), Peter Bianchi resigned as a director of Unique Growing Solutions, Inc. (f/k/a Alternative Energy & Environmental Solutions, Inc.) (the “Company”). Mr. Bianchi’s resignation was pursuant to a Settlement Agreement and Release (the “Settlement Agreement”), by and among the Company, Richard Johnson, and Mr. Bianchi. Mr. Bianchi did not resign as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices.

Pursuant to the Settlement Agreement, effective as of the Settlement Date, Richard Johnson resigned as the Company’s sole officer and as a director of the Company. Although Mr. Johnson and the Company did not agree on the Company’s business plan going forward, Mr. Johnson resigned as a result of being a party to the Settlement Agreement and not as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices.

Pursuant to the Settlement Agreement, Mr. Johnson received $52,000 between the dates of October 20 and October 24, 2014.

Pursuant to the Settlement Agreement, Mr. Johnson will be returning the physical share certificates evidencing his ownership of 25 million shares of the Company’s common stock and the Company will then instruct its transfer agent to cancel these 25 million shares.

Pursuant to the Settlement Agreement, once the 25 million shares have been cancelled, Mr. Johnson will be receiving 100,000 shares of the Company’s common stock.

The foregoing description of the terms of the Settlement Agreement is qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 10.1 to this Report, which is incorporated by reference herein.

Effective as of the Settlement Date, Pete Coker, the Company’s sole remaining director, was appointed the Company’s sole officer. Mr. Coker will serve as the President, Chief Executive Officer, Treasurer, and Chief Financial Officer of the Company.

Peter Coker, 72, is the founder and has been a Managing Director of Tryon Capital Ventures, a Merchant Banking firm in Chapel Hill, NC since January 2004. Mr. Coker’s role has been to consult with companies and assist them in completing their funding, doing restructurings, or getting them public. He works with companies from the Southeastern part of the US and Asia. From January 2000 to December 2003 Mr. Coker was the founder and Managing Director of Tryon Capital Partners, a Merchant Banking firm in Chapel Hill, NC. Mr. Coker’s role was to consult with companies that needed to raise debt or equity and to take a position on the Board of those companies in order to help steer them to a goal. He assisted in the Capital Restructuring of companies along with assisting in the Leveraged Buy Out process with some entities. From January 1996 to December 1999 Mr. Coker was the Managing Director of Capital Investment Partners, an Investment Banking Firm in Raleigh, NC. Mr. Coker’s role was to assist companies in their Capital Raise, Capital Restructuring, Mergers and Acquisitions, Leveraged Buy Outs, and taking them to the Public Markets. From October 1979 to December 1995 Mr. Coker was the founder and Managing Director of American Asset Management Company, Inc., a Registered Investment Advisory firm in New York City. He managed both Institutional and Individual Portfolios with full discretion. He managed over a billion dollars with over half of that in Institutional Portfolios from the United States. Slightly less than half was from offshore investors which were invested in Sovereign Bonds with a Currency Hedge. American Asset Management Company, Inc. managed Endowment Funds, Taft Hartley Funds, Pension and Profit Sharing Funds, Corporate Funds, and High Net Worth Individuals.

Family Relationships

There are no family relationships between any of the Company’s previous directors or officers and Mr. Coker.

Related Party Transactions

There are no related party transactions reportable under Item 404(a) of Regulation S-K.

Material Plans, Contracts, or Arrangements

As of the date of this Report, there has not been any material plan, contract or arrangement (whether or not written) to which Mr. Coker is a party in connection with his appointment as an officer of the Company.

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Material Compensatory Plans, Contracts, or Arrangements

As of the date of this Report, there has not been any material compensatory plan, contract or arrangement (whether or not written) to which to which Mr. Coker is a party in connection with his appointment as an officer of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

On August 28, 2014, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Unique Growing Solutions, Inc.” A copy of the amendment is attached as Exhibit 3.1 to this report and is incorporated by reference herein.

Item 8.01 Other Events.

The Company’s business plan will no longer be a sales and leasing concern catering to the greenhouse agricultural industry focusing on the organic and natural food industry as well as the emerging cannabis sector. The Company will be reverting to its previous business plan to bring to market and license innovative new biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S. Using organic stimulants to increase the availability of natural gas, the new technology could help licensees tap a market with potential.

Coalbed methane is a clean-burning natural gas used for heating and electricity generation. According to the U.S Geological Survey, natural gas reserves from the Powder River Basin of Montana and Wyoming alone approach 22 trillion cubic feet (Tcf.) Between 1997 and 2007, the number of wells drilled for natural gas extraction in this area reached 22,000. With the U.S. energy industry aggressively trying to adopt cleaner, renewable energy sources, coalbed methane is becoming an extremely valuable fuel. Operators in the Powder River Basin area are seeking innovative new biotechnology for the efficient and cost-effective extraction of this natural gas from coalmines that are underperforming.

The Company plans to market its biotechnology to the 100 or so coalmine and natural gas concerns in the Power River Basin area. The business strategy is to license this innovative solution for cost-effective and efficient coalbed methane extraction from the 50 percent or more of the existing wells that are abandoned, depleted or under-producing. This technology can also be used on high-production wells to keep them at top capacity for far longer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report:

Exhibit Number	Description
3.1	Amendment to Articles of Incorporation, dated August 28, 2014.
10.1	Settlement Agreement and Release, dated October 7, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized

	UNIQUE GROWING SOLUTIONS, INC.
DATED: October 30, 2014	By:	/s/ Pete Coker
		Pete Coker
		Sole Officer and Sole Director

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EX-3.1

Exhibit 3.1

 

 

EX-10.1

Exhibit 10.1

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (this “Agreement”) is entered into as of October 7, 2014 (the “Effective Date”) by and between (a) Richard Johnson (“Johnson”), (b) Peter Bianchi (“Bianchi”), and (c) Unique Growing Solutions, Inc. (formerly known as Alternative Energy and Environmental Solutions, Inc.), a Nevada corporation (the “Company”). Collectively, Johnson, Bianchi, and the Company shall be referred to as the “Parties” and individually each shall be referred to as a “Party”.

BACKGROUND

WHEREAS, Johnson is a member of the Company’s Board of Directors (the “Board”);

WHEREAS, Johnson is the Company’s sole officer;

WHEREAS, Johnson owns 25 million shares of the Company’s common stock which amounts to control of 58% of the Company’s shares of common stock outstanding (“Johnson’s Shares”);

WHEREAS, Bianchi is a member of the Board;

WHEREAS, Johnson and the Company disagree on the future direction of the Company;

WHEREAS, Johnson would like a business he operates to be a sales and leasing concern catering to the greenhouse agricultural industry focusing on the organic and natural food industry as well as the emerging cannabis sector;

WHEREAS, the Company does not agree this should be the business plan of the Company; and

WHEREAS, Johnson and Bianchi wish to separate themselves from the Company.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

AGREED TERMS

1. Resignation of Johnson. On the Effective Date, Johnson will submit to the Company, and the Company will accept, a letter of resignation, in which Johnson resigns, effective immediately, as a member of the Board and as the sole officer of the Company.

2. Resignation of Bianchi. On the Effective Date, Bianchi will submit to the Company, and the Company will accept, a letter of resignation, in which Bianchi resigns, effective immediately, as a member of the Board.

3. Cancellation of Johnson’s Shares. On the Effective Date, Johnson will return any physical share certificates evidencing Johnson’s Shares to the Company so that the Company may cancel Johnson’s Shares.

4. Preferred Shares Will Not Be Issued to Johnson. Notwithstanding the terms of the employment agreement signed by Johnson and the Company on August 1, 2014, Mr. Johnson will not be issued any shares of preferred stock once one or more Certificates of Designations, Preferences, and Rights of Preferred Stock is filed with the State of Nevada.

5. Two Months’ Salary to be Paid to Johnson. The Company will pay Johnson Forty Thousand dollars ($40,000) as provided herein. This sum represents Johnson’s salary for the two months he was the sole officer of the Company.

6. One-Time Consulting Fee to be Paid to Johnson. The Company will pay Johnson a one-time consulting fee of Twelve Thousand dollars ($12,000) as provide herein. The total sum that the Company will pay to Johnson is Fifty Two Thousand dollars ($52,000) (the “Settlement Payment”). The Settlement Payment shall be paid by wire from the Company to Johnson not later than three business days after the Effective Date.

7. Issuance of 100,000 Shares of Company Stock to Johnson. Not later than three business days after the Effective Date, the Company shall instruct its transfer agent to issue 100,000 shares of the Company’s common stock to Johnson (the “Initial Issuance”).

8. Issuance of Additional 100,000 Shares of Company Stock to Johnson. In the event that the Company completes the acquisition of a food company to which Johnson introduced the Company, the Company shall instruct its transfer agent to issue 100,000 shares of the Company’s common stock to Johnson on the date such acquisition is completed (the “Second Issuance”). For the sake of clarity, the Second Issuance, if issued, shall be in addition to the Initial Issuance.

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9.	Renaming of Company. Not later than three business days after the Company’s transfer agent confirms to the Company that Johnson’s Shares have been cancelled, the Company shall file a Certificate of Amendment to its Articles of Incorporation with the State of Nevada changing its name from Unique Growing Solutions, Inc. to another name. The Company shall notify the other Parties of the new name of the Company not later than three business days after the Company files the Certificate of Amendment to its Articles of Incorporation with the State of Nevada. For the sake of clarity, the filing of this Certificate of Amendment will insure that the Company does not stop Johnson from utilizing the name “Unique Growing Solutions, Inc.” as the name of an entity Johnson operates in the future.
10.	Stock Purchase Agreements and Warrant Purchase Agreements Null and Void. Johnson understands that any Stock Purchase Agreements between a shareholder of the Company and any of the following people or entities and Warrant Purchase Agreements between a warrant holder of the Company and any of the following people or entities, whether or not signed by one or both parties to such Stock Purchase Agreements or Warrant Purchase Agreements, are hereby null and void: Johnson, Artesian Ventures, Jesse F. Ortega, Chris Johnson, Blake Johnson, and Sabrina Johnson.
11.	Non-Compete. For twelve months following the Effective Date, the Company agrees to not start a new entity that operates as a sale and leasing concern catering to the greenhouse agricultural industry focusing on the organic and natural food industry as well as the emerging cannabis sector.
12.	Restricted Securities and Transfer Restrictions. Johnson understands that the shares of the Company’s common stock issued pursuant to the Initial Issuance and, if applicable, the Second Issuance, are characterized as “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”), inasmuch as this Agreement contemplates that the Initial Issuance and, if applicable, the Second Issuance, would be transactions not involving a public offering. The Initial Issuance and, if applicable, the Second Issuance, are being effected in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act, and, as such, the shares of the Company’s common stock issued pursuant to the Initial Issuance and, if applicable, the Second Issuance will bear a restrictive legend. Johnson acknowledges that the shares of the Company’s common stock issued pursuant to the Initial Issuance and, if applicable, the Second Issuance may not be resold without registration under the Securities Act or the existence of an exemption therefrom or in a transaction not subject thereto. Johnson represents that he is familiar with Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

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13.

Taxes. Johnson shall be solely responsible for, and is legally bound to make payment of, any taxes determined to be due and owing (including penalties and interest related thereto) by him to any federal, state, local, or regional taxing authority as a result of the Settlement Payment and/or the Initial Issuance and, if applicable, the Second Issuance. Johnson understands that the Company has not made, and it does not rely upon, any representations regarding the tax treatment of the sums paid pursuant to this Agreement. Moreover, Johnson agrees to indemnify and hold the Company harmless in the event that any governmental taxing authority asserts against the Company any claim for unpaid taxes, failure to withhold taxes, penalties, or interest based upon the payment of the Settlement Payment and/or the Initial Issuance and, if applicable, the Second Issuance.

14.

Mutual Release. Johnson and Bianchi on behalf of themselves and all persons acting by, through, under, or in concert with Johnson and Bianchi, and the Company, on behalf of itself, its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with the Company, and each of them, hereby release and discharge the other Parties, together with all persons acting by, through, under, or in concert with Johnson and Bianchi, and together with the Company’s predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with the Company, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which any Party has, or may have had, against any other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from:

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	a.	The dispute between Johnson and the Company as to Johnson wanting to operate a business as a sales and leasing concern catering to the greenhouse agricultural industry focusing on the organic and natural food industry as well as the emerging cannabis sector (the “Dispute”);
	b.	an agreement between the Company and any other Party;
	c.	any other matter between the Company and any other Party; and/or
	d.	any claims under federal, state, or local law, rule or regulation.
	This Agreement resolves any claim for relief that is, or could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys’ fees related to or arising from the Dispute.
15.	No Outstanding or Known Future Claims/Causes of Action by the Company. The Company affirms that it has not filed with any governmental agency or courts any type of action or report against any other Party, and currently knows of no existing act or omission by any other Party that may constitute a claim or liability excluded from the release in paragraph 14 above.

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16.	No Outstanding or Known Future Claims/Causes of Action by Johnson and Bianchi Against the Company. Johnson and Bianchi affirm that they have not filed with any governmental agency or courts any type of action or report against the Company, and currently knows of no existing act or omission by the Company that may constitute a claim or liability excluded from the release in paragraph 14 above.
17.	Acknowledgment of Settlement by the Company. The Company, as broadly described in paragraph 14 above, acknowledges that (i) the consideration set forth in this Agreement, which includes, but is not limited to, the Settlement Payment and the Initial Issuance and, if applicable, the Second Issuance, is in full settlement of all claims or losses of whatsoever kind or character that they have, or may ever have had, against any other Party, as broadly described in paragraph 14 above, including by reason of the Dispute and (ii) by signing this Agreement, and accepting the consideration provided herein and the benefits of it, they are giving up forever any right to seek further monetary or other relief from any other Party, as broadly described in paragraph 14 above, for any acts or omissions up to and including the Effective Date, including, without limitation, the Dispute.
18.	Acknowledgment of Settlement by Johnson and Bianchi. Johnson and Bianchi, as broadly described in paragraph 14 above, acknowledge that (i) the consideration set forth in this Agreement, which includes, but is not limited to, the Settlement Payment and the Initial Issuance and, if applicable, the Second Issuance, is in full settlement of all claims or losses of whatsoever kind or character that they have, or may ever have had, against the Company, as broadly described in paragraph 14 above, including by reason of the Dispute and (ii) by signing this Agreement, and accepting the consideration provided herein and the benefits of it, they are giving up forever any right to seek further monetary or other relief from the Company, as broadly described in paragraph 14 above, for any acts or omissions up to and including the Effective Date, including, without limitation, the Dispute.

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19.	No Admission of Liability. The Parties acknowledge that the payment of the Settlement Payment and the Initial Issuance and, if applicable, the Second Issuance is not, and may not be construed as, an admission of liability by the Company and is not to be construed as an admission that the Company engaged in any wrongful, tortious or unlawful activity. The Company specifically disclaims and denies (a) any liability to any other Party and (b) engaging in any wrongful, tortious or unlawful activity
20.	Non-Disparagement. The Parties agree that, unless required to do so by legal process, Johnson and Bianchi and the Company’s officers and directors will not make any disparaging statements or representations, either directly or indirectly, whether orally or in writing, by word or gesture, to any person whatsoever, about any other Party or their:
	a.	spouse, attorneys or representatives; or
	b.	the Company’s affiliates, or any of its directors, officers, employees, attorneys, agents or representatives.
		For purposes of this paragraph, a disparaging statement or representation is any communication which, if publicized to another, would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence, good character or product quality of the person or entity to whom the communication relates.
21.	Agreement is Legally Binding. The Parties intend this Agreement to be legally binding upon and shall inure to the benefit of each of them and their respective successors, assigns, executors, administrators, heirs and estates. Moreover, the persons and entities referred to in paragraph 14 above, but not a Party, are third-party beneficiaries of this Agreement.
22.	Entire Agreement. The recitals set forth at the beginning of this Agreement are incorporated by reference and made a part of this Agreement. This Agreement constitutes the entire agreement and understanding of the Parties and supersedes all prior negotiations and/or agreements, proposed or otherwise, written or oral, concerning the subject matter hereof. Furthermore, no modification of this Agreement shall be binding unless in writing and signed by each of the parties hereto.

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23.	New or Different Facts: No Effect. Except as provided herein, this Agreement shall be, and remain, in effect despite any alleged breach of this Agreement or the discovery or existence of any new or additional fact, or any fact different from that which any Party now knows or believes to be true. Notwithstanding the foregoing, nothing in this Agreement shall be construed as, or constitute, a release of any Party’s rights to enforce the terms of this Agreement.
24.	Interpretation. Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. The headings within this Agreement are purely for convenience and are not to be used as an aid in interpretation. Moreover, this Agreement shall not be construed against any Party as the author or drafter of the Agreement.
25.	Business Days. The term “business day” shall mean days that the New York Stock Exchange is open for trading for three or more hours. Time periods shall be determined as if the relevant action, calculation, or time period were occurring in New York City.
26.	Notices. Each Party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”) in writing and addressed to any other Party at its address set out below (or to any other address that the receiving Party may designate from time to time in accordance with this section). Each Party shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile or e-mail (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party and (b) if the party giving the Notice has complied with the requirements of this paragraph 26.

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a.	If to Johnson:
	Richard Johnson 10777 Westheimer Road, Suite 116 Houston, TX 77042 Email Address: rmjco13@gmail.com
b.	If to Bianchi:
	Peter Bianchi [INSERT ADDRESS] Email Address: peteruus1@yahoo.com
c.	If to the Company:
	[COMPANY NAME TO BE DETERMINED AFTER FILING OF CERTIFICATE OF AMENDMENT] 100 Europa Drive Chapel Hill, NC 27517 Attn: Pete Coker Email Address: pcoker@tryoncapital.com With a copy to (which copy shall not constitute notice): Szaferman Lakind Blumstein & Blader, PC 101 Grovers Mill Road, Suite 200 Lawrenceville, NJ 08648 Attn: Gregg E. Jaclin, Esq. gjaclin@szaferman.com

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27.	Governing Law and Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by the Company against any other Party or brought by Johnson or Bianchi against the Company concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Nevada or in the federal courts located in the state of Nevada. The Parties hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Parties executing this Agreement agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing Party shall be entitled to recover from any other Party its reasonable attorney’s fees and costs. Each Party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
28.	Reliance on Own Counsel. In entering into this Agreement, the Parties acknowledge that they have relied upon the legal advice of their respective attorneys, who are the attorneys of their own choosing, that such terms are fully understood and voluntarily accepted by them, and that, other than the consideration set forth herein, no promises or representations of any kind have been made to them by any other Party. The Parties represent and acknowledge that in executing this Agreement they did not rely, and have not relied, upon any representation or statement, whether oral or written, made by any other Party or by that other Party’s agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise.
29.	Counterparts. This Agreement may be executed by the Parties in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
30.	Authority to Execute Agreement. By signing below, the Company warrants and represents that the person signing this Agreement on its behalf has the authority to bind the Company and that the Company's execution of this Agreement is not in violation of any by-law, covenants and/or other restrictions.

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READ THE FOREGOING DOCUMENT CAREFULLY. IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.

IN WITNESS WHEREOF, and intending to be legally bound, each of the Parties hereto has caused this Agreement to be executed as of the Effective Date.

RICHARD JOHNSON

/S/ RICHARD JOHNSON

PETER BIANCHI

/S/ PETER BIANCHI

UNIQUE GROWING SOLUTIONS, INC.

(formerly known as Alternative Energy and

Environmental Solutions, Inc.)

By: /s/ PETE COKER

PETE COKER

Title: Director

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