EXHIBIT 10(c)
ASSUMPTION OF LIABILITY AGREEMENT
THIS AGREEMENT is entered effective April 17, 1996, between COMPUTERIZED
THERMAL IMAGING, INC., a Nevada corporation ("CTI") and THERMAL IMAGING, INC.,
an Oregon corporation ("TII").
WHEREAS, CTI acquired certain technology from TII prior to 1993 which TII
had previously acquired from Dorex, Inc. (the "Dorex Technology"), for which TII
received stock in 1992; and
WHEREAS, after the acquisition of such technology by TII, and after TII
contributed that technology to CTI, Dorex, Inc. shareholders ("Dorex
Shareholders") raised claims and threatened actions against CTI for CTI's use of
the Dorex Technology; and
WHEREAS, CTI agreed on April 17, 1996, to issue 742,250 shares of stock to
TII in exchange for TII's agreement to assume the full responsibility for such
claims and the defense of CTI.
W I T N E S S E T H:
NOW, THEREFORE, in consideration of the premises, the sufficiency and
adequacy of which is hereby acknowledged, the parties agree as follows:
1. CTI issued Certificate Nos. 9194-9200 and No. 9221 for 742,250 shares
of its common stock to TII on April 17, 1996 (the "Dorex Shares") in exchange
for TII's assumption and acknowledgment of full liability for any and all
further claims, causes of action, or controversies, known or unknown as of the
Effective Date, arising out of or related to the Dorex Technology or Dorex
Shareholders.
2. TII agreed to assume the responsibility for satisfying the former
Dorex shareholders, which were identified. TII agreed to assume all liability
for any such claims made against CTI, and to assume the cost of defense for CTI
of any claims, filed by those former identified Dorex shareholders after the
Effective Date and to hold it harmless from such claims. If any agreement were
reached with any former Dorex shareholders for either cash, CTI common stock
shares, or other consideration, TII agreed to assume the responsibility to make
such payment.
3. Prior to entering this Agreement between the parties, CTI has issued
to former Dorex shareholders a total of 630,000 shares of its common stock to
satisfy such claims as follows:
Xxxx Xxxxxx 1,000 Xxxxxx Xxxx 50,000
Xxxxxx Xxxxx 1,000 Xxx Xxxx 50,000
Xxxx Xxxxxx 10,000 Xxxxxxx Xxxxxxxx 30,000
Xxxxxxx Xxxxxxxxx 80,000 Xxxxx Xxxxxxxx 15,000
Xxxxx Xxxxx 3,000 Xxx Xxxxxx 1,000
Xxxxx Xxxxxxxx 15,000 Xxxxxx Xxxxxx 40,000
Xxxxxx Xxxxxxxx 15,000 Xxxx Xxxxxxx 2,000
Xxxxxx X. Xxxxxxxx 20,000 Xxxxx Xxxxxxx 40,000
Xxx Xxxxx 15,000 Xxxx X. Xxxxxxx 20,000
Xxx Xxxxx 1,000 Xxxx Toronto 6,000
Xxxxx Xxxx 15,000 Xxxxx Xxxxx 15,000
Xxxxxx and Xxxxx Xxxx 15,000 Xxxxx Xxxxxxxxx 50,000
Xxxxx X. Xxxxxx 20,000 Xxxx Xxxxxxx 100,000
4. In addition to the above identified shareholders who have satisfied
their claims, CTI and TII acknowledge potential or threatened claims from former
Dorex shareholders for which TII remains responsible (for example: Xxxxxx
Xxxxxxx and Xx. Xxxxxxx Xxxxxx).
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5. TII acknowledges its continuing responsibility for those shareholders
for whom the claims have not yet been satisfied. TII hereby consents to assign
its Share Certificate Nos. 9194-9200 and No. 9221 for 742,500 and to cancel
630,000 of those shares, corresponding to the claims which have been satisfied
with payment of CTI stock. CTI will accept such share certificate and will
reissue to TII 112,250 shares to TII, subject to TII's continuing liability
assumed hereunder. Any further issuance of CTI shares or other consideration
for satisfaction of such claims will be paid by TII.
6. CTI shall notify TII of any further claims made. TII shall have the
obligation to defend CTI. TII shall have the right to select counsel and to
instruct the defense counsel and to make all decisions in settlement or suit.
TII shall pay all defense costs when due. These covenants are independent. If
TII fails to provide an adequate and timely defense, CTI may provide the defense
and seek reimbursement for costs, in which case TII is liable for any reasonable
judgment or settlement.
7. CTI hereby releases TII of all claims it may have with respect to any
deficiencies in the transfer of technology originated from or related to the
Dorex technology or trade secrets.
8. This Agreement shall be governed by and construed under the laws of
the State of Nevada. Any dispute between the parties arising from or related to
this Agreement shall be resolved by binding arbitration held in Salt Lake City,
Utah. If either party notifies the other party of a dispute, the arbitration
shall be conducted in accordance with the Texas General Arbitration Act for the
selection of one arbitrator. If the parties cannot mutually agree upon an
arbitrator within fifteen (15) days of notice by either party, then the Texas
General Arbitration Act shall determine how the sole arbitrator shall be
selected. Any decision of the arbitrator shall be binding. Both parties shall
divide all arbitration costs in advance until the final award is rendered to
award costs.
9. The parties agree that the contents of this Agreement, prepared on the
19th day of June 1997 to acknowledge the agreement among the parties made on or
before April 17, 1996, and to acknowledge the claims which have now been
resolved, are confidential and should not be disclosed to any party for general
publication, other than disclosure to auditors of the parties and as may be
required by law. The party disclosing the contents of this Agreement shall be
liable to the other for any foreseeable damages arising from inducement or
encouragement of a former shareholder to file a claim.
COMPUTERIZED THERMAL IMAGING, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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THERMAL IMAGING, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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