SETTLEMENT AGREEMENT AND RELEASE
This SETTLEMENT AND RELEASE (the "Agrcement) is entered into
as of May 1, 1999, by and between Optima Investments, Inc., a Texas
corporation ("Optima'), its agents, predecessors, successors and
assigns, and any affiliates thereof (collectively referred to herein as
"Optima') and Cyntech Technologies, Inc., a Utah corporation formerly
known as Carbon Fiber Products, Inc., its agents, predecessors,
successors and assigns; and any affiliates thereof (including, but not
limited to any corporation or business entity containing the name
"Cyntech or any variation in spelling thereof) (collectively referred
to herein as "CYNT")
RECITALS.
WHEREAS, CYNT engaged Optima to assist CYNT in structuring and
completing a transaction under agreements, including that certain
agreement dated October 30, 1998 and a subsequent addendum; and,
WHEREAS, as compensation for the services provided by Optima,
CYNT agreed to cause CYNT to issue shares of CYNT Common Stock, $0.001
par value ("CYNT" Common Stock to Optima; and,
WHEREAS, subsequent disputes have arisen among the parties
hereto as to the value of the services provided by Optima; and,
WHEREAS, the parties hereto have reached certain agreements to
resolve the disputes among them, with respect to the foregoing matters.
NOW THEREFORE, for and in consideration of the mutual
covenants and promises set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, it is hereby agreed as follows:
1. Payment for Services. Optima acknowledges and agrees to
accept and retain 300,000 shares of CYNT Common Stock (the "Optima
Shares") in full satisfaction of all services provided by Optima to
CYNT. Optima agrees that Optima has previously received and paid par
value for 500,000 shares of CYNT Common Stock, and Optima further
agrees to transfer 200,000 of said 500,000 shares to CYNT (or the
market value thereof), pursuant to CYNT instructions. Thus Optima will
be left with 300,000 shares as payment as set forth herein.
2. Termination of Prior Agreements and Issuances. Optima and
CYNT hereby agree and acknowledge that any and all prior agreements by
and between Optima and CYNT shall terminate in all respects, including
any and all performance and payment obligations or obligations to
transfer or privately place of CYNT Common Stock. Optima hereby agrees
that any and all other agreements for the issuance of CYNT Common Stock
to Optima are canceled and shall be of no force and effect.
3. Settlement
a. Optima agrees to accept and retain 300,000 shares
previously transferred to Optima via certificate number 3734, issued on
or about January 28, 1999 in the amount of 500,000 shares, and replaced
by certificate number 3775 in the amount of 500,000 shares registered
to CEDE and company issued on February 18, 1999
b. Optima agrees to return 1,400,000 shares of restricted
stock issued to Optima via certificate number 3735, issued on or about
January 28, 1999, to CYNT.
c. Optima agrees to cancellation of agreements pursuant to the
3,500,000 shares to be received by Optima and related directly to the
facilitation of private placement investors on behalf of CYNT.
d. Optima agrees to notify any and all transferees of any
portion of the 300,000 shares and that the shares are subject to
registration in the future. Optima further agrees that it is
responsible to register such sham at its expense. Optima further agrees
to assist with the notification to the entity referred as "ONI"
regarding the following stock certificates received by 'ONI' from CYNT.
Certificate 3803 for 50,000 shares of CYNT issued March 22, 1999,
certificate number 3804 for 30,000 shares of CYNT issued March 22,
1999, and certificate number 3826 for 95,000
shares of CYNTissued March 29,1999.
e. CYNT agrees, upon execution of agreement to send a letter
to DTC, CEDE, Xxxxxxx Xxxxx, and/or any other agency which is a direct
party to the clearing and/or trading of the certificates in order to
advise these parties that any and all disputes between Optima and CYNT
have been resolved.
4. Relationship To Company Optima acknowledges and agrees that Optima
shall have no authority to represent CYNT or hold itself out as a
representative of CYNT, including in connection with any offering of CYNT
Common Stock. Optima shall not acknowledge or disclose any business
relationship with CYNT, except as may be required by law.
5. CYNT Non-circumvention. CYNT agrees that it shall not, under any
circumstances, contact, negotiate, discuss, or enter into or perform any
existing or contemplated agreements with any parties, individuals or entities
introduced to CYNT by or through Optima, or any Optima representative:
provided however that said non-circumvention shall not apply to "ONI" Xxx
Xxxxxxxx.
6.Representations and Warranties.
a. Optima represents and warrants as follows; (i) it has the full
right, power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby without obtaining any
further consents or approvals from, or the taking of any other actions
with respect to, an third parties. (ii) this Agreement,
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when executed and delivered by the parties hereto, will constitute the
valid and binding agreement of it, enforceable against it in accordance
with its terms.
b. CYNT represents and warrants as follows: (i) it has the full right,
power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby without obtaining any
further consents or approvals from, or the taking of any other actions
with respect to, any third parties. (ii) this Agreement, when executed
and delivered by the parties hereto, will constitute the valid and
binding agreement of it, enforceable against it in accordance with its
terms.
7. Mutual Release. In consideration of the representations and warranties
of Optima and CYNT contained herein, Optima and CYNT hereby jointly and
mutually release, acquit, and forever discharge each other, and their
respective officers, directors, shareholders, partners, employees,
servants, agents, representatives, attorneys, accountants, subsidiaries,
predecessors, successors, trusts, corporations, or other entities in any
manner affiliated or connected therewith, from any and all claims, demands,
damages, causes or action or suits of any kind or nature, known or unknown,
that they jointly or severally, may have had at time or have as of the date
hereof or which might subsequently accrue, arise for or out of , or be in
any manner connected with, directly or indirectly any and all services
provided by Optima to CYNT, and any related event, occurrence, act of
omission or condition occurring or existing on or prior to the date hereof,
excluding the provisions of 8 below.
8. Indemnification.
a: Mutual Indemnification CYNT and Optima agree to indemnify
each other and their affiliates from any actions, claims,
demands, damages, causes of actions or suits of any kind or
nature, known or unknown, which arises, or might arise out of
this agreement or any other prior agreement between the parties,
except as provided in this section.
b. Indemnification by Optima Optima further agrees to indemnify
CYNT and its affiliates from any action, claims, demands,
damages, causes of actions, or suits of any nature, known or
unknown, which arises or might arise out of the transfer of
common stock of CYNT to third parties by Optima, specifically
including, but not limited to the third parties which an the
subject of paragraph 3(d) hereof Furthermore, Optima hereby
indemnifies and holds harmless CYNT from any action, claims,
demands, damages, causes, or suits of any kind or nature, known
or unknown brought by or asserted by Xxxxx Xxxxxxx (or his
associates, affiliates, successors or assigns) which arise or
might arise regarding any agreements between Optima and CYNT.
9. Authority of Optima Optima represents and warrants that it has authority
to execute this agreement, and to consent to the termination of all prior
agreements by and between Optima and CYNT, and the cancellation of any and
all prior agreements for the issuance of CYNT Common Stock to Optima as
provided in section 2 of this agreement.
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10. Authority of CTNY. CYNT represents and warrants that it
has the authority to execute this Agreement, and to consent to the
terminations of all prior agreements by and between Optima and CYNT,
and the cancellation of any and all prior agreements for the issuance
of CYNT Common Stock to Optima as provided in Section 2 of this
Agreement
11. Confidentialily, The parties to this Agreement agree that
the terms of this Agreement shall remain confidential and shall not be
disclosed to any person who is not an
officer or director of any of the parties to this Agreement, except as
may be required by applicable law, subpoena, or order of court,
provided, however, if any governmental entity or court requests
disclosure, the party of whom disclosure is requested shall notify the
other party in writing within a reasonable time to allow the contesting
party an opportunity to oppose such disclosure.
12. Miscellaneous,
1. This Agreement shall be governed by, construed under
and enforced in accordance with the laws of the State of
Texas.
2. This Agreement contains the entire agreement and
understanding among the parties relating to the subject
matter of this Agreement and supersedes any
negotiations and agreements between the parties hereto
concerning the same subject matter, except as expressly
provided or allowed under the terms of this Agreement.
3. The execution and delivery of this Agreement and all
transactions contemplated hereby, including the, transfer
for the Optima Shares as provided above, have been duly
authorized by all requisite action on the part of the
parties.
4. This Agreement may be executed in one or more
counterparts, each of which shall be an original, but all
of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
OPTIMA INVESTMENTS, INC.
By: __/s/________________
Xxxxxx Xxxxxxxxxx, CEO
CYNTECH TECHNOLOGIES, INC
By: __/s/_______________
R. Xxxxx Xxxxx, President
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