Exhibit 10.4
MUTUAL RELEASE
NOW, THEREFORE, in consideration of the mutual covenants and consideration
contained in the agreements dated January 9, 2001 and January 31, 2001,
ADVANTAGE FUND II LTD. ("ADVANTAGE"), XXXX INVESTMENT GROUP LTD. ("XXXX"),
GLOBAL TECHNOLOGIES, LTD. ("GLOBAL TECHNOLOGIES") and XXXXX X. XXXXX ("XXXXX")
agree as follows:
ADVANTAGE and XXXX, their officers, directors, representatives, agents,
successors and assigns each hereby release and forever discharge GLOBAL and
GROSS, and each of GLOBAL'S and XXXXX'X parents, subsidiaries, directors,
officers, managers, agents, employees, predecessors, successors, and assigns, if
any, from any and all claims, liens, demands, causes of action, obligations,
damages, and liabilities, known or unknown, that ADVANTAGE and XXXX, their
officers, directors, representatives, agents, successors and assigns have now or
have ever had from the beginning of time to the present, relating to (i) the
Private Placement Purchase Agreement dated as of June 8, 2000, (ii) the 8%
Secured Convertible Notes each dated as of June 8, 2000, (iii) the Convertible
Secured Note Purchase Agreement dated as of October 3, 2000, (iv) the Stock
Pledge Agreement dated October 3, 2000, (v) the Registration Rights Agreement
dated as of October 3, 2000, (vi) the 8% Secured Convertible Notes each dated as
of October 3, 2000, and (vii) arising under, with respect to, or in connection
with the transactions or claims asserted, or which could have been asserted, in
the action in the Supreme Court of the State of New York, County of New York,
entitled ADVANTAGE FUND II LTD. AND XXXX INVESTMENT GROUP LTD. V. GLOBAL
TECHNOLOGIES, LTD. AND XXXXX X. XXXXX, Index No. 125277/00 (the "Action"); and
GLOBAL and XXXXX, their officers, directors, representatives, agents,
heirs, executors, administrators, successors and assigns each hereby release and
forever discharge ADVANTAGE and XXXX, and each of ADVANTAGE'S and XXXX'X
parents, subsidiaries, directors, officers, managers, agents, employees,
predecessors, successors, and assigns, if any, from any and all claims, liens,
demands, causes of action, obligations, damages, and liabilities, known or
unknown, that GLOBAL and GROSS, their officers, directors, representatives,
agents, heirs, executors, administrators, successors and assigns have now or
have ever had from the beginning of time to the present, relating to (i) the
Private Placement Purchase Agreement dated as of June 8, 2000, (ii) the 8%
Secured Convertible Notes each dated as of June 8, 2000, (iii) the Convertible
Secured Note Purchase Agreement dated as of October 3, 2000, (iv) the Stock
Pledge Agreement dated October 3, 2000, (v) the Registration Rights Agreement
dated as of October 3, 2000, (vi) the 8% Secured Convertible Notes each dated as
of October 3, 2000, and (vii) arising under, with respect to, or in connection
with the transactions or claims asserted, or which could have been asserted in
the Action.
All executed copies of this Release are duplicate originals, equally
admissible in evidence. This Release may be executed in counterparts.
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This Release may only be amended, varied, or modified by a written document
executed by ADVANTAGE, XXXX, GLOBAL and GROSS.
ADVANTAGE FUND II LTD.
Dated: January , 2001 By:
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Name:
Its:
XXXX INVESTMENT GROUP LTD.
Dated: January , 2001 By:
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Name:
Its:
GLOBAL TECHNOLOGIES, LTD.
Dated: January , 2001 By:
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Name:
Its:
Dated: January , 2001
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XXXXX X. XXXXX
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