Exhibit 10(w)
AGREEMENT AND FULL AND FINAL RELEASE
THIS IS AN AGREEMENT MADE AS OF OCTOBER 28, 1997 AND
BETWEEN:
XXXXXX WINTERFORD
of 00 Xxxx Xxxx, Xxxxxxxx, Xxxxxxx, XXX 0X0
hereinafter referred to as "Winterford"
OF THE FIRST PART
- and -
EYE WONDER STUDIOS, INC.
a Corporation duly incorporated under the laws
of the Province of Ontario
hereinafter referred to as "Eye Wonder"
OF THE SECOND PART
- and -
TELLURIAN, INC.
a Corporation having its head office at
300K Xxxxx 00 Xxxxx, Xxxxxx, XX
and of the United States of America,
hereinafter referred to as "Tellurian"
OF THE THIRD PART
- and -
CYBERPORT NIAGARA, INC.
a Corporation duly incorporated under the laws
of the Province of Ontario, having its head office at
0000 Xxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx, X0X 0X0
OF THE FOURTH PART
- and -
CYBERPORT INTERNATIONAL, INC.
a Company located in Delaware, having its head office in
New Jersey, one of the United States of America
hereinafter referred to as "Cyberport International"
OF THE FIFTH PART
THIS AGREEMENT made as of the 28th day of October, 1997.
AGREEMENT AND
FULL AND FINAL RELEASE
between WINTERFORD, EYE WONDER, TELLURIAN, CYBERPORT NIAGARA, and
CYBERPORT INTERNATIONAL;
WHEREAS Winterford and Eye Wonder have been involved in a business venture with
Tellurian and they have caused the business to be incorporated as Cyberport
Niagara, Inc. and Cyberport International, Inc.; AND WHEREAS Xxxxxx Winterford
has ownership of 12.5% in Cyberport Niagara (although no shares have been issued
by Cyberport Niagara to reflect this interest) and has an employment contract
dated March 26, 1997 with Cyberport Niagara; AND WHEREAS Winterford and Eye
Wonder have agreed to terminate their relationship with Tellurian, Cyberport
Niagara and Cyberport International in exchange for the payment of FIVE THOUSAND
U.S. DOLLARS ($5,000.00 US). Winterford and Eye Wonder release Cyberport
Niagara, Cyberport International and Tellurian and all their shareholders and
directors including but not limited to Xxxx Xxxx, Xxxxx Xxxxxx and Xxxxxx
Xxxxxx, their heirs, administrators, executors, successors and assigns from any
and all actions, causes of action, claims and demands of whatsoever kind or
nature including claims to rights to shares of Cyberport Niagara or Cyberport
International or to claims for any property real, personal, or otherwise, or for
contributions made to Cyberport Niagara and Cyberport International of whatever
kind or nature or for damages or losses past or future howsoever arising in
connection with their association with Cyberport Niagara, Cyberport
International and Tellurian. Tellurian will pay to Winterford the sum of FIVE
THOUSAND DOLLARS U.S. ($5,000.00 US) in exchange for a Full and Final Release
and assignment of all interest in Cyberport Niagara and Cyberport International.
Winterford agrees to assume responsibility for the G.M.A.C. car lease and will
indemnify and hold Cyberport Niagara Cyberport International and Tellurian
harmless in regard to this auto lease. Winterford hereby resigns from his
employment and agrees there is no further obligation whatsoever pursuant to the
Employment Contract or any other Contract; Winterford hereby resigns as director
or officer of Cyberport Niagara and/or Cyberport International and directs the
Company to record his resignation; Winterford and Eye Wonder release Tellurian,
Cyberport Niagara and Cyberport International from any and all claims arising
out of their business relationship to date in exchange for the aforesaid payment
of FIVE THOUSAND U.S. DOLLARS ($5,000.00 US). Winterford and Eye Wonder hereby
transfer, sell, and assign over to Tellurian any right, title, or interest they
may have in Cyberport Niagara and Cyberport International and direct the
companies to so record this transfer of interest and each hereby authorizes and
directs Cyberport Niagara and Cyberport International to act as his agent to
sign any document necessary to effect such transfer. This document is intended
to be a complete full and final release of all claims of whatever kind or nature
arising out of their business relationship to date by Winterford and Eye Wonder
against Tellurian, Cyberport Niagara and Cyberport International in exchange for
a payment of FIVE THOUSAND U.S. DOLLARS ($5,000.00 US). DATED at Niagara Falls,
NY this 28th day of October, 1997.
SIGNED SEALED AND DELIVERED )
in the presence of )
)
/s/ A.R. Xxxxxx ) /s/ Xxxxxx Winterford
---------------------------- ------------------------
as to the signature of XXXXXX WINTERFORD
(The Party of the First Part)
DATED at Niagara Falls, NY this 28th Day of October, 1997
EYE WONDER STUDIOS, INC.
SIGNED SEALED AND DELIVERED )
in the presence of )
)
/s/ A.R. Xxxxxx ) /s/ Xxxxxx Winterford
---------------------------- ------------------------
as to the signature of XXXXXX WINTERFORD
(The Party of the Second Part)
I have the authority to bind the corporation
DATED at Niagara Falls, NY this 28th Day of October, 1997
TELLURIAN, INC.
SIGNED SEALED AND DELIVERED )
in the presence of )
)
/s/ Xxxxxxx Xxxxxxx ) /s/ Xxxxxx Xxxxxx
---------------------------- -----------------------
as to the signature of XXXXXX XXXXXX, President
(The Party of the Third Part)
I have the authority to bind the corporation
DATED at Niagara Falls, NY this 28th Day of October, 1997
CYBERPORT NIAGARA, INC.
SIGNED SEALED AND DELIVERED )
in the presence of )
)
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxxx Xxxx
---------------------------- -----------------------
as to the signature of XXXXXXX XXXX
(The Party of the Fourth Part)
I have the authority to bind the corporation
DATED at Niagara Falls, NY this 28th Day of October, 1997
CYBERPORT INTERNATIONAL, INC.
SIGNED SEALED AND DELIVERED )
in the presence of )
)
/s/ Xxxxxxx Xxxxxxx ) /s/ Xxxxxxx Xxxx
--------------------------- -----------------------
as to the signature of XXXXXXX XXXX
(The Party of the Fifth Part)
I have the authority to bind the corporation
FULL AND FINAL RELEASE
IN CONSIDERATION of the payment or of the promise of payment of FIVE THOUSAND
U.S. DOLLARS ($5,000.00 US) to Xxxxxx Winterford and Eye Wonder Studios, Inc. by
Cyberport Niagara, Inc., Cyberport International, Inc., and Tellurian, Inc. the
receipt of which is hereby acknowledged, Xxxxxx Winterford and Eye Wonder
Studios, Inc. hereby agrees to release and forever discharge, Cyberport Niagara,
Inc., Cyberport International, Inc., and Tellurian, Inc., their shareholders and
directors including but not limited to Xxxx Xxxx, Xxxxx Xxxxxx and Xxxxxx
Xxxxxx, their successors and assigns and do hereby fully and forever release,
acquit and discharge the said Cyberport Niagara, Inc., Cyberport International,
Inc., and Tellurian, Inc. their shareholders and directors including but not
limited to Xxxx Xxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxx, their successors and
assigns from any and all actions, causes of actions, claims and demands of
whatsoever kind or nature on account of any known and unknown losses and damages
by us or our property sustained or received at any time up to and including the
date hereof.
AND WE HEREBY DECLARE that we fully understand the terms of this settlement;
that the amount stated herein is the sole consideration of this Release and that
we voluntarily accept said sum for the purpose of making a full and final
compromise, adjustment and settlement of all claims for injuries, losses, and
damages resulting to date. IN WITNESS WHEREOF we have hereunto set our hands
this 28th day of October, 1997.
IN THE PRESENCE OF:
DATED at Niagara Falls, NY this 28th day of October, 1997
EYE WONDER STUDIOS, INC.
per:
/s/ A.R. Xxxxxx Xxxxxx Winterford
------------------------------ -----------------------
c/s XXXXXX WINTERFORD
WITNESS
"I have the authority to bind the Corporation"
DATED at Niagara Falls, NY this 28th day of October, 1997
/s/ A.R. Xxxxxx Xxxxxx Winterford
------------------------------ -----------------------
WITNESS XXXXXX WINTERFORD
AGREEMENT AND
FULL AND FINAL RELEASE
A C K N O W L E D G E M E N T
I hereby acknowledge and declare that I retained Xxxxx X. Faso, Esq., as my
attorney to advise me and to explain to me the nature and effect of the
Agreement and Full and Final Release attached hereto. The said attorney having
so advised and informed me, I hereby acknowledge and declare that I am fully
aware of the nature and effect of the said Agreement and Full and Final Release
and my rights and liabilities thereunder, and that I have executed the said
Agreement and Full and Final Release of my own volition, and without fear,
threats, compulsions, or influence from Cyberport Niagara, Inc., Cyberport
International, Inc., or Tellurian, Inc. or any other person.
DATED at Niagara Falls, NY this 28th day of October, 1997
/s/ Xxxxxx Winterford
--------------------------------
XXXXXX WINTERFORD
AGREEMENT AND
FULL AND FINAL RELEASE
AFFIDAVIT OF EXECUTION
I, Xxxxx X. Faso of the City of Niagara Falls, NY in the County of Niagara, MAKE
OATH AND SAY AS FOLLOWS:
1. I am the attorney for Xxxxxx Winterford and a subscribing witness to this
Agreement and Full and Final Release and I was present and saw it executed at
the City of Niagara Falls by Xxxxxx Winterford.
2. I verily believe that the person whose signature I witnessed is the party of
the same name referred to in the instrument.
3. I hereby certify that I have been consulted in my professional capacity by
Xxxxxx Winterford, one of the parties named in the annexed
Agreement and Full and Final Release as to his obligations and rights under the
said Agreement and Full and Final Release and that I acted solely for him and
explained fully to him the nature and effect of the said Agreement and Full and
Final Release and he did acknowledge and declare that he fully understood the
nature and effect thereof and did execute the said Agreement and Full and Final
Release in my presence and did acknowledge and declare and it appeared to me
that he was executing the said document of his own volition or without fear,
threats, compulsory influence from Cyberport Niagara, Inc., Cyberport
International, Inc., or Tellurian, Inc. or any other person.
SWORN before me in the City )
of Niagara Falls, NY in the )
County of Niagara, this ) /s/ Xxxxx X. Faso
28th day of October, 1997 ) ---------------------
XXXXX X. FASO
/s/ Xxxx X. Xxxxxx
-----------------------------
XXXX X. XXXXXX,
Notary Public
