EXHIBIT 6.1
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is entered into this
18th day of February, 2000 by and among Growtex Inc., a Nevada corporation
("Growtex"), Xxxxx X. Xxxxxxxxx & Associates, a Texas general partnership
("Xxxxxxxxx & Associates"), Xxxxx X. Xxxxxxxxx, individually and in his capacity
as general partner of Xxxxxxxxx & Associates (collectively, "Xxxxxxxxx"), and
Xxxxxxx Xxxxx ("Xxxxx").
RECITALS
WHEREAS, Xxxxx is the sole shareholder of Growtex; and
WHEREAS, Growtex and Xxxxxxxxx & Associates entered into that certain
License Agreement dated as of April 5, 1999, as amended (the "License
Agreement"), whereby Xxxxxxxxx & Associates granted to Growtex a three-year
exclusive license for distribution of Biocatalyst and related products in
Mexico; and
WHEREAS, Xxxxxxxxx & Associates acquired its right to sublicense
Biocatalyst to Growtex from NW Technologies, Inc.; and
WHEREAS, Xxxxxxxxx has notified Growtex that Xxxxxxxxx & Associates will be
unable to fulfill its obligations under the License Agreement due to a legal
dispute between Xxxxxxxxx and NW Technologies, Inc.; and
WHEREAS, Growtex and Xxxxx have been damaged by Xxxxxxxxx & Associates'
inability to fulfill its obligations under the License, including, without
limitation, damages caused by having to withdraw the Company's registration
statement with the Securities and Exchange Commission;
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NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. In consideration of Xxxxxxxxxxxxxxx.xxx, Inc., an affiliate of
Xxxxxxxxx & Associates, granting to Xxxxx an exclusive license of even date
herewith to distribute Xxxxxxxxxxxxxxx.xxx products in Ontario, Canada, Xxxxx,
his successors and assigns, hereby release, acquit and discharge Xxxxxxxxx &
Associates, its affiliates, successors and assigns, its present and former
employees, partners, and agents, both individually and in their partnership
capacities, from any and all claims, actions, disputes, causes of action,
rights, demands, debts, damages, costs and attorneys fees, or other accountings
of every kind or nature arising out of the purchase of Growtex stock and the
License Agreement, and from any and all liability for any acts or omissions of
Xxxxxxxxx & Associates, its present and former employees, partners, and agents,
whether presently known or unknown, including without limitation those claims,
damages, or disputes which could be or have been alleged to have arisen under
common law, including without limitation corporate fiduciary claims, or under
any federal or state securities statute or regulation, including without
limitation claims under Sections 12 and 17 of the Securities Act of 1933, except
as provided in Paragraph 3.
2. Xxxxxxxxx hereby agrees to diligently prosecute his claims against NW
Technologies in an attempt to recover his ability to fulfill his obligations to
Growtex under the License Agreement, and to take Growtex's interests in the
License Agreement into account in any settlement agreement he may enter into
with NW Technologies concerning Biocatalyst rights.
3. Paragraph 1 shall not release Xxxxxxxxx or Xxxxxxxxx & Associates from
their performance obligations under the License Agreement or any claims,
actions, disputes, causes of
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action, rights, demands, debts, damages, costs and attorneys fees, or other
accountings of every kind or nature which Growtex may have arising out of the
License Agreement, and from any and all liability for any acts or omissions of
Xxxxxxxxx & Associates, its present and former employees, partners, and agents,
whether presently known or unknown, including without limitation those claims,
damages, or disputes which could be or have been alleged to have arisen under
common law or state or federal law or regulation, including without limitation
breach of contract; provided, however, that Growtex shall not prosecute any of
its claims against Xxxxxxxxx & Associates under this Paragraph 3 so long as
Xxxxxxxxx complies with his obligations under Paragraph 2; and provided further,
that upon the consummation of a merger or reorganization of Growtex with or into
any other corporation, or sale of substantially all of the assets of Growtex,
Growtex's rights under this Paragraph 3 shall be extinguished.
4. Xxxxx understands and agrees that the agreements by Xxxxxxxxx &
Associates set forth herein represent and constitute Xxxxxxxxx & Associates'
total offer to resolve and fully and finally settle any and all claims, actions,
disputes, causes of action, rights, demands, debts, damages, costs and attorneys
fees, and other accountings of every kind and nature between Xxxxx and Xxxxxxxxx
& Associates, and that it is a full, complete and adequate consideration and
compensation for Xxxxx'x agreement to sign this Agreement and that Xxxxx will
receive no other or further consideration under the terms hereof or otherwise.
5. The parties acknowledge and agree that this settlement is upon
compromise of disputed claims and that nothing contained herein shall be
construed to be an admission of any kind by any party to this Agreement.
6. This Agreement prevails over prior communications regarding the
matters contained herein. This Agreement contains the entire understanding of
the matters between the
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parties and no representation, warranty, or promise has been made or relied on
by any party hereto other than as set forth herein.
7. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, their respective heirs, legal representatives, successors
and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the day first written above.
XXXXX X. XXXXXXXXX & ASSOCIATES GROWTEX INC.
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxxxx Xxxxx
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By Xxxxx X. Xxxxxxxxx, General Partner By Xxxxxxx Xxxxx, President
XXXXXXX XXXXX XXXXX X. XXXXXXXXX
/s/ Xxxxxxx Xxxxx /s/ Xxxxx X. Xxxxxxxxx
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Xxxxxxx Xxxxx Xxxxx X. Xxxxxxxxx
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