SETTLEMENT AGREEMENT AND GENERAL RELEASE
Exhibit
10
This
Settlement Agreement (“Agreement”) is made and entered into between XXXXXX
CONSULTING GROUP, INC. and its successors in interest or assigns (“Xxxxxx”) and
XXXXXXX X. XXXXXX (“Xxxxxx”), on the one hand, and GATEWAY DISTRIBUTORS, LTD.,
now known as Xxxxxxxx Holdings International, Inc. (“MHII”), on the other hand.
The above-named parties are referred to collectively hereinafter as “the
Parties.”
RECITALS
Whereas,
certain disputes have arisen between the Parties;
Whereas,
on
October 6, 2004, Xxxxxx and Xxxxxx filed a suit against MHII in the Third
District Court of the State of Utah, Salt Lake County, Case No. 040921072,
Xxxxxxx X. Xxxxxx, Individually and Xxxxxx Consulting Group, Inc., a Nevada
Corporation v. Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Individually, Gateway
Distributors, Inc., a Nevada Corporation, and Worldwide Holdings Delaware Corp.,
a Delaware Corporation, f/k/a TRSG Corporation.
Whereas,
Xxxxxx and Xxxxxx on the one hand and MHII on the other hand, now desire to
resolve all claims, which may exist among them relating to, or arising out
of,
the action entitled Xxxxxx x. Xxxxxx, more fully described and set forth
hereinabove. The Parties hereto specifically set forth that Worldwide
Holdings Delaware Corp., f/k/a TRSG Corporation is not a party to this
Settlement Agreement.
Now
therefore, in consideration of the above premises and the following covenants,
it is hereby agreed as follows:
Purpose
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1.
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The
Parties hereto understand, acknowledge, and agree that the execution
of
this Agreement constitutes a compromise of the disputes that currently
exists between them, that this Agreement is not to be considered
as any
finding of fact nor construed as an admission of liability or fault
by any
party, except as specifically set forth herein. The parties
state that they each believe the settlement and its terms to be fair,
reasonable and adequate to resolve all issues arising from the stated
litigation.
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Reciprocal
Obligation
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2.
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MHII
shall deliver to Diversified Holdings I, Inc., as assignee of Xxxxxx,
One
Billion Five Hundred Million shares of the Common Stock of Xxxxxxxx
Holdings International, Inc. (MHII.OB) in monthly installments in
amounts
to mutually agreed upon by the parties, the first delivery in the
agreed
amount of two hundred million (200,000,000) shares shall be made
within 5
business days of the execution of this Settlement Agreement, all
shares
due hereunder shall be delivered when agreed upon by both
parties. In the event that the stated number of shares is more
than 4.9% of the issued and outstanding shares of MHII, on the date
of
issuance, the issuance shall be limited to that number of shares
equal to
4.9% and the remaining shares shall become an obligation of MHII
to issue
that number of shares to Diversified Holdings I, Inc. when agreed
upon by
both parties.
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3.
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The
respective Parties have agreed to jointly draft and execute this
Settlement Agreement and General Release, and after the language
is
finalized, to provide the other with a copy of the executed signature
page
with all due expediency.
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4.
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The
Parties hereby agree and stipulate the delivery of the shares of
stock
from MHII represent the settlement of an outstanding indebtedness
that has
been owed and due for in excess of 30 months and that the parties
do
hereby agree and stipulate that this period of time sets for the
holding
period of the securities as an obligation of MHII to the recipient
and
that such period is intended by the parties to meet the requirements
as
set forth in Rule 144(d) and (k) of the Securities Act of
1933.
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5.
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The
Parties agree that delivery of the stock herein specified by MHII
shall
constitute full and complete settlement of all disputes arising from,
or
related to the action entitled Xxxxxx x. Xxxxxx, Case No. 040921072,
as
more fully described hereinabove as to the parties to this
Agreement.
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6.
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Within
seven (7) calendar days of receipt of first 200 million shares, counsel
for Xxxxxx and MHII shall file a Request for Dismissal with prejudice
as
to the named parties herein with the Third District Court of the
State of
Utah, Salt Lake County, Case No. 040921072 and duly notify the court
of
the settlement and request the entry of a Judgment setting forth
the terms
hereof, providing Diversified Holdings receives a minimum of $150,000
from
the sale of the stock. In the event that 150,000 has not been
delivered to Diversified Holdings after the sale of the 200 million
shares, MHII will make up the difference in issuing more stock to
satisfy
the deficiency within in 14 days of the
request.
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Release
of Claims
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7.
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Each
party agrees for itself, its predecessors, successors, and assigns,
to
fully and unconditionally release and forever discharge the other
named
parties to the litigation, including each party’s successors, assigns,
subsidiaries, affiliates, transferees, attorneys, representatives,
agents,
officers, directors, employees, insurers, and reinsurers, past, present,
and future, from and on account of any and all claims, demands, actions,
causes of action, or charges of any nature or kind whatsoever against
the
other party, whether known or unknown, asserted or unasserted, xxxxxx
or
inchoate, related to or arising out of the action entitled Xxxxxx
x.
Xxxxxx, Case No. 040921072 as more fully described herein, this release
is
specifically not extended to and does not apply to any claim that
the
named plaintiffs may have against Worldwide Holdings Delaware Corp.,
a
Delaware Corporation, f/k/a TRSG
Corporation.
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Advice
of Counsel
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10.
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In
executing this Agreement, the Parties acknowledge that they have
been
advised to consult with and have consulted with and had the advice
of an
attorney duly admitted to practice law in the State of Utah prior
to
executing this Agreement, and that they have voluntarily executed
this
Agreement after a careful and independent investigation, and not
under
fraud, duress, or undue influence.
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Binding
on Successors
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11.
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This
Agreement shall be binding on and inure to the benefit of the Parties
hereto, their heirs, executors, administrators, successors-in-interest,
and assigns.
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Integration
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12.
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All
Parties hereby agree that this Agreement is the complete and exclusive
statement of the mutual understanding of the Parties and supersedes
and
cancels all previous written and oral agreements and communications
relating to the action entitled Xxxxxx x. Xxxxxx, Case No. 040921072
as
more fully described herein.
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Interpretation
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13.
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The
Parties hereby agree that no inference or rule of inference shall
be made
by reason of the fact that one Party caused this Agreement to be
drafted.
For purposes of interpretation of the Agreement, it shall be assumed
that
all Parties drafted each provision of the Agreement. This Agreement
shall
be deemed to have been made in, and shall be construed pursuant to
the
laws of the State of Utah.
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Severability
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14.
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If
any provision of this Agreement shall be adjudged by any court of
competent jurisdiction to be unenforceable or invalid, that provision
shall be limited or eliminated to the minimum extent necessary so
that
this Agreement shall otherwise remain in full force and effect and
enforceable.
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Confidentiality
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15.
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The
Parties hereto specifically acknowledge, affirm, agree, and intend
on
their own behalf and on the behalf of their attorneys and representatives,
that the terms of this Agreement shall remain entirely confidential
unless
disclosure is required by the court, by law, any reporting requirements
of
the Securities and Exchange Commission or the NASD, or otherwise
necessary
to carry out the terms and conditions of this
Agreement.
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No
Waiver
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16.
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No
failure to exercise, and no delay in exercising, on the part of any
Party,
any privilege, any power or any rights hereunder will operate as
a waiver
thereof, nor will any single or partial exercise of any right or
power
hereunder preclude further exercise of any right
hereunder.
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Further
Assistance
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17.
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Each
of the parties shall hereafter execute all documents and take all
actions
that are reasonably necessary to effectuate the provisions of this
Agreement.
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Waiver
of Claims
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18.
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The
Parties hereby acknowledge that there is a risk that subsequent to
the
execution of this Agreement they will discover claims which were
unknown
or unanticipated at the time this Agreement was executed, which,
if known
on the date this Agreement is executed, may have materially affected
their
decision to execute this Agreement. The Parties expressly assume
the risk
of such unknown and unanticipated claims and agree that this Agreement
and
the general release contained herein apply to all such known or unknown
or
unanticipated claims.
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Attorney
Fees
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19.
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If
any actual controversy arises as to the enforcement of any provision
of
this Agreement, the prevailing party, in any action or arbitration
to
enforce this Agreement, shall be entitled to recover all costs and
expenses including, without limitation, attorney
fees.
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Execution
in Counterparts
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20.
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The
Parties agree that this Agreement may be executed in counterparts
and that
it is the intent of the Parties that a copy signed by a Party will
be
fully enforceable against that Party provided all other Parties have
executed a counterpart of this Agreement. The Parties further agree
that,
in order to expeditiously effect the execution of this Agreement,
a
facsimile transmission of the signature pages will be deemed an
original.
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Therefore,
the signatures below constitute an express of the Parties, and each of them,
that this Agreement is agreed to and binding as of the date of
execution:
XXXXXX
CONSULTING GROUP, INC. by Diversified Holdings I, Inc., Xxxxxx’x successor in
interest
By: /s/
Xxxxxxx
Surber________ Dated:
October 29, 2007
Xxxxxxx
X. Xxxxxx, President
XXXXXXX
X. XXXXXX
/s/
Xxxxxxx
Surber__________
Dated: October 29, 2007
XXXXXXXX
HOLDINGS INTERNATIONA. INC. formerly
known
as
GATEWAY DISTRIBUTORS, LTD.
By:
/s/ Xxxxxxx
Xxxxxx Dated: 29/Oct
07
Xxxxxxx
Xxxxxx
Its: President
MHII
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