Exhibit 2.1
SEPARATION AGREEMENT
This SEPARATION AGREEMENT ("AGREEMENT"), between Xxxxx Xxxxxxx, referred to as
"BRC", and Xxxx-xxx.xxx Inc., a Florida corporation, referred to as "COMPANY"
W I T N E S S E T H:
A. WHEREAS, COMPANY is a corporation organized under the laws of Florida.
B. WHEREAS, BRC and the COMPANY are willing to terminate all business
relationships.
C. WHEREAS, the BRC shall forgive and release the Corporation for any and
all claims or entitlements for Director's Loan, any and all
monetary claims, and all employment issues
D. WHEREAS, COMPANY and BRC will benefit from the transactions
contemplated hereby and desire to implement the contemplated
transaction.
NOW, THEREFORE, it is agreed among the parties as follows:
DEFINITIONS
"Effective Date" The effective date of this agreement shall be the 7th day
of September 2001.
"Director's Loan" Any monetary amount advanced to the Corporation by an
officer or director of the corporation, directly or
indirectly, with the expectation of repayment.
"Employment
Contract" All contracts for employment between BRC and the
corporation.
TERMS
BRC will immediately resign his position as President and Chief Executive
Officer.
FURTHER CLAIMS
IN CONSIDERATION of TWENTY THOUSAND DOLLARS USD ($20,000), the forgiveness to
Xxxx-xxx.xxx Inc., in the amount claimed by BRC the receipt and sufficiency of
which is hereby acknowledged, both parties forever release, remise and discharge
each other, their subsidiaries, affiliates, predecessors, successors, divisions,
joint ventures, business partners, parent companies and related companies, and
all of their officers, directors, employees, agents, insurers, heirs, executors
and assigns (hereinafter collectively referred to as the "COMPANY"), jointly and
severally from any and all actions, causes of action, contracts (whether express
or implied), claims and demands for damages, loss or injury, suits, debts, sums
of money, indemnity, expenses, interest, costs and claims of any and every kind
and nature whatsoever, at law or in equity, which against each other have ever
had, now have, or can hereafter have by reason of or arising out of any cause or
causes whatsoever existing up to and inclusive of the date of this Release,
including, without limiting the generality of the foregoing;
UNDERSTANDING
AND WE HEREBY DECLARE that we have had the opportunity to seek independent legal
advice with respect to the matters addressed in this Release and the terms of
settlement which have been agreed to by the BRC and the COMPANY and that we
fully understand this Release and the terms of settlement. We have not been
influenced by any representations or statements made by or on behalf of the
COMPANY. We hereby voluntarily accept the said terms for the purpose of making
full and final compromise, adjustment and settlement of all claims as aforesaid.
COMPLETE AGREEMENT
We understand and agree that this Release and the Settlement Agreement attached
hereto contain the entire agreement between the BRC and THE COMPANY and that the
terms of this Release and the Settlement Agreement are contractual and not a
mere recital.
BRC:
To: Xxxxx Xxxxxxx
0000 Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Xxxxxx
COMPANYS:
To: Xxxx-xxx.xxx Inc.
000-000 00xx Xxx XX
XXXXXXX, XX X0X 0X0
or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.
IN WITNESS WHEREOF, the parties have set their hands
this 7th day of September, 2001
BRCS: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
COMPANY:
/s/Xxxx Xxxxxxxx
Xxxx-xxx.xxx Inc.
