TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this "Agreement"), executed and delivered as
of this 8TH day of May, 1998 by and between ADVANCED PARTICLE TECHNOLOGIES,
INC., A Delaware corporation ("APT"), and VANGKOE INDUSTRIES INC., a Florida
corporation ("VANGKOE");
WHEREAS, APT and VANGKOE entered Into a Distributor Agreement dated as of
June 30, 1997 (the "Distributor Agreement") pursuant to which VANGKOE has
tendered certain services to APT in its capacity as distributor, and
WHEREAS, the parties accordingly now desire to terminate the Distributor
Agreement.
NOW THEREFORE, the parties agree to be legally bound as follows:
1. Termination of Distributor Agreement. Upon the Effective Time
(defined below), the Distributor Agreement shall be void and of no
further force or effect and hereby be terminated without further
action by any of the parties hereto and without further rights and
obligations on part of APT or VANGKOE.
2. Release. Upon execution of this Agreement VANGKOE hereby remises,
releases, quitclaims, satisfies, and forever discharges APT,
together with its officers, directors, employee; agents and other
representatives of and from all, and all manner of action and
actions, cause and causes of action, suits, debt, dues, sums of
money, accounts, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgements, executions,
claims, and demands whatsoever, in law or in equity, arising out of
or related to Distributor Agreement with APT, whether known or
unknown, in law or in equity.
3. Terms. APT Agrees to pay the sum of seventy-five thousand dollars
(75,000) to VANGKOE in consideration of VANGKOEs release and
termination of the Distributor Agreement outlined in section 1 and 2
above and its investment and effort in the swimming pool market to
provide APT with access and awareness to the pool plaster
compounders and large particle distributors, creating product
awareness and initial demand for products covered in the Distributor
Agreement, and development of product literature, specification
sheets etc.
VANGKOE agrees to have any sums owed under this agreement to be
offset by amounts owed to and outstanding, if any to APT before any
sums will be paid to VANGKOE.
VANGKOE agrees to provide customer lists, competitive marketing
strategies, technical papers and literature and general information
generated from VANGKOE's investments in trade show attendance and
presentations regarding the swimming pool market.
4. Effective Time. The "Effective Time" for purposes of this Agreement
shall mean May 8, 1998.
5. Sufficient time to review. VANGKOE acknowledges and agrees that
VANGKOE has had sufficient time to review this Agreement, that
VANGKOE has the right to
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consult with legal consul and other professional persons unrelated
to the APT regarding this Agreement, and that VANGKOE has received
all information they require from APT in order to make a knowing and
voluntary release and waiver of all claims against APT under the
Distributor Agreement.
6. Miscellaneous.
(a) This Termination Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without giving
effect to principles of conflict of laws.
(b) This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same document.
(c) If any provision of this Agreement is invalidated by a Court of
competent jurisdiction, then all of the remaining provisions of this
Agreement shall remain in full force and effect.
(d) This Agreement constitutes the entire agreement between the
parties hereto with respect to the matters set forth herein and
supersedes in its entirety any and all agreements or communications,
whether written or oral, previously made in connection with the
matters herein. Any agreement to amend or modify the terms and
conditions of this Agreement must be in writing and executed by both
parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement, as of the date first written
above.
ADVANCED PARTICLE TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Amt
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Name: Xxxxxxx Amt
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Title: President
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VANGKOE INDUSTRIES, INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: President
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