Exhibit 10.8B.1
TERMINATION AND SETTLEMENT AGREEMENT
THIS TERMINATION AND SETTLEMENT AGREEMENT (the "Agreement") is made and
entered into as of this 3rd day of February, 1999, by and between a Monetary
Advancement International, Inc., a ___________________ Corporation whose
business address is 000 Xxxxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx 00000, 28th Floor
("Monetary") and GINSITE MATERIALS, INC., a Florida Corporation ("Ginsite").
R E C I T A L S :
A. MONETARY and GINSITE executed a Consulting Agreement dated as of the 3rd
day of February, 1999 (the "Contract") a copy of which is attached hereto as
Exhibit "A".
B. Pursuant to the Contract, GINSITE delivered two hundred fifty thousand
(250,000.00) shares of the common stock of GINSITE (the "Stock") to MONETARY.
C. GINSITE and MONETARY have agreed to terminate all of the duties,
burdens, obligations and agreements of the Contract pursuant to the terms of
this Agreement.
NOW, THEREFORE, for Ten ($10.00) Dollars and other good and valuable
considerations the receipt and sufficiency of which is hereby acknowledged,
included but not limited to the parties agreement to terminate the Contract, the
Parties hereto agree as follows:
1. Termination. The Contract shall be terminated and be considered null,
void and of no effect with all parties being relieved of all benefits, duties,
burdens and obligations thereunder immediately upon the execution of this
Agreement by GINSITE and MONETARY.
2. Return of Certain Shares of the Stock. Immediately upon the execution of
this Agreement by MONETARY, MONETARY shall deliver to GINSITE (free and clear of
all claims, liens and/or encumbrances) one hundred fifty thousand (150,00.00)
shares of the Stock (the "Returned Shares"). In the event it is impracticable
for MONETARY to deliver the Returned Shares upon the execution of this Agreement
then, in such event, MONETARY shall deliver the Returned Shares to GINSITE no
later than fifteen (15) days after the date of this Agreement.
3. Mutual Release. Other than MONETARY's obligation to deliver the Returned
Share to GINSITE, MONETARY and GINSITE, and each of their respective officers,
directors, control persons and shareholders, and their respective personal
representatives, heirs, successors and/or assigns, as applicable, do hereby
mutually release, acquit, satisfy and forever discharge each other, individually
and corporately, as applicable, from all, and all manner of action and actions,
cause and causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, executions,
claims and demands whatsoever, in law or in equity, which they and each of them
ever had, now has or shall or may hereafter have, against them and each of them,
for upon or by reason of any matter, cause or thing whatsoever pertaining to the
Contract, and the agreements or transactions related thereto, and each party
hereto agrees to indemnify and hold harmless the other against all loss, cost
and expense (including without limitation reasonable attorneys fees) incurred by
the other as a result of any claim or action brought against the other by the
indemnifying party or another party on its behalf, for any reason whatsoever,
other than a breach of this Agreement by the non-identifying party. It is
understood and agreed that the foregoing release by GINSITE of MONETARY is
subject to and conditioned upon the receipt by GINSITE of the Returned Shares.
MONETARY shall be responsible for any costs, damages and the like associated
with MONETARY's failure to deliver the Returned Shares including but not limited
to loss of value of the Returned Shares and attorneys fees and court costs
incurred by GINSITE in enforcing its rights under this Agreement.
4. Rights of the Parties. Nothing herein express or implied is intended or
shall be construed to confer upon or give to any person, firm, corporation or
other entity, other than the parties hereto, any rights, remedies or benefits
under or by reason of this Agreement.
5. Counterpart Execution. This Agreement may be executed simultaneously or
at different times, and in multiple counterparts, each of which shall be deemed
an original but all of which taken together shall constitute on and the same
instrument. This Agreement may be accepted by either or both parties via
facsimile, by faxing an executed original of this Agreement to the other party.
An executed original of this Agreement submitted to the other party as a
facsimile shall be binding upon the party so submitting this Agreement via
facsimile.
6. Entire Agreement. This Agreement and the Exhibits and Schedules attached
hereto contain every obligation and understanding between the parties relating
to the subject hereof and merge all prior discussions, negotiations and
agreements, if any, between them, and none of the parties shall be bound by any
conditions, definitions, understandings, warranties or representations other
than as expressly provided or referred to herein.
7. Governing Law. This Agreement has been entered into and shall be
construed and enforced in accordance with the laws of the State of Florida
without reference to the choice of law principles thereof.
8. Assignment; Binding Effect. This Agreement may not be assigned by any
party without the written consent of the other party. This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns.
9. Notices. All notices, demands, claims, consents, approvals or other
communications under this Agreement shall be in writing and shall be deemed to
have been given upon the delivery or mailing thereof, as the case may be, if
delivered personally or sent by certified mail, return receipt requested,
postage prepaid or by overnight courier such as Federal Express or DHL or by
telefax with machine printed confirmation report maintained by the sender, to
the parties at the following addresses (or at such other address as a party may
specify by notice to the others):
If to the MONETARY to: MONETARY ADVANCEMENT INTERNATIONAL, INC.
ATT: Xxxxxxx Xxxxxxxx
000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx Xxxx, Xxx Xxxx 00000
Telefax No.: 000-000-0000
Telephone No.: 000-000-0000
With required copy to: H. Xxxxx Xxxxxxx, Xx., Esq.
0000 Xxxxxxxx Xxxxx #000
Xxxxxxx, Xxxxx Xxxxxxxx, 00000
Telefax No.: 000-000-0000
Telephone No.: 000-000-0000
If to the GINSITE to: GINSITE MATERIALS, LLC.
ATT: Chief Executive Officer
0000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Telefax No.: (000) 000-0000
Telephone No.: (000) 000-0000
With required copy to: Xxxxxxx X. Xxxx Xxxxx, Esq.
Xxxxxx & Poliakoff, P.A.
0000 Xxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Telefax No.: 000-000-0000
Telephone No.: 000-000-0000
10. Severability. In the event that any one or more of the provisions
contained in this Agreement is declared invalid, void or unenforceable, the
remainder of the provisions of this Agreement shall remain in full force and
effect, and such invalid, void or unenforceable provision shall be interpreted
as closely as possible to the manner in which it was written.
11. Recitals. The Recitals set forth in the preamble of this Agreement are
true and correct and incorporated herein by this reference.
12. Section Headings. The section headings in this Agreement are for
convenience of reference only and shall not be deemed to alter or affect any
provision hereof.
13. Jurisdiction; Venue. All suits, actions or proceedings against any
party with respect to this Agreement or any judgment entered by any court in
respect of the Agreement may be brought in the courts of Broward County, Florida
and the parties accept the nonexclusive jurisdiction of those courts for the
purpose of all such suits, actions, or proceedings. IN addition, the parties
irrevocably waive, to the fullest extent permitted by law, all objections which
they may now or hereafter have to the fixing of venue of a suit, action or
proceeding arising out of or relating to this Agreement, or any judgment entered
by any court in respect hereof brought in Broward County, Florida has been
brought in an inconvenient forum.
14. Litigation; Prevailing Party. If litigation is brought with regard to
this Agreement, the prevailing party shall be entitled to receive from the
non-prevailing party, and the non-prevailing party shall immediately pay upon
demand, all reasonable fees and expenses of counsel for the prevailing party at
all trial and appellate court levels.
15. Joint Preparation. The preparation of this Agreement has been a joint
effort of the parties and the resulting document shall not, solely as a matter
of judicial construction, be construed more severally against one of the parties
than the other.
16. Remedies Cumulative. The remedies provided in this Agreement shall be
cumulative and shall not preclude assertion by any party of any other rights or
the seeking of any remedies against any other party. Each party hereto shall
maintain the right of specific performance and all other equitable remedies
which may be applied for on an emergency basis and without bond under any
circumstances in order to protect the rights of all parties hereto.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed as of the date first hereinabove written.
MONETARY ADVANCEMENT INTERNATIONAL, INC.
By: /s/ Xxxxxxx Xxxxxxxx, Pres.
------------------------------
(Duly Authorized Officer)
GINSITE MATERIALS, INC.
By: /s/ Xxxxxx Xxxxxxxx, Pres.
-----------------------------
(Duly Authorized Officer)
EXHIBIT A
Monetary Advancement Int'l., Inc.
International Banking Investment Services Tel (000) 000-0000
Fax (000) 000-0000
Consulting Agreement
THIS FINANCIAL PUBLIC CONSULTING AGREEMENT, made this 3rd day of
February, 1999 by and between Monetary Advancement International, Inc.
(Herein after referred to as CONSULTANT) located at 000 Xxxxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Ginsite Materials, inc. (Herein
after referred to as COMPANY), located 0000 X. Xxxxxxx Xxxx.,
Xxxxxxxxxx, Xxxxxxx 00000.
WITNESSETH THAT:
WHEREAS, the COMPANY requires media and other public relations services
and desires to employ CONSULTANT to provide such services as an
independent contractor, consultant, and CONSULTANT is agreeable to such
employment, and the parties desire a written document formalizing and
defining their relation and evidencing the terms of their agreement.
NOW, THEREFORE, intending to be legally bound, and in consideration of
the mutual promises and convenants, the parties have agreed as follows:
1) APPOINTMENT. The COMPANY hereby appoints CONSULTANT as its media and public
relations advisor and hereby retains and employs CONSULTANT on the terms
and conditions of this agreement. CONSULTANT accepts such appointment and
agrees to perform the services upon the terms and conditions of this
agreement.
2) TERM. The term of this agreement shall be three months from the date
hereof, plus an automatic renewal of three months, unless written notice
not to continue the service is received by the consultant 15 days before
expiration.
3) SERVICES.
A) CONSULTANT shall act, generally, as media and public relations
advisor, and it intends to provide the following services:
B) locate and introduce COMPANY to fund managers, buy-sides analysts and
____________________ retail and institution brokers;
C) introduce the COMPANY to the investment and other newsletter writers;
D) arrange for "paid" promotional exposure in radio, television, and
print media on behalf of the COMPANY;
E) produce a feature story on COMPANY and publish same on Xxxxx-Xxxx.Xxx;
F) publish a feature story on COMPANY in Wall Street reporter Magazine or
a similar publication;
G) arrange for a quarterly CEO interview on Xxxxx-Xxxx.xxx, which will
also be published in Wall Street reporter Magazine or a similar
publication.
H) disseminate all corporate news announcements on Xxxxx-Xxxx.xxx and
Wall Street Reporter or a similar publication.
4. LIMITATION ON SERVICES. The parties recognize that certain responsibilities
and obligations are imposed by federal and state securities laws and by the
applicable rules and regulations stock exchanges. The National Association
of Securities Dealers, Inc., the in- house "due diligence" or "compliance"
departments of brokerage houses, etc. Accordingly,
CONSULTANT AGREES:
1. CONSULTANT shall NOT release any financial or other
information or data about the COMPANY without the prior
consent and approval of the COMPANY.
2. CONSULTANT shall NOT conduct meetings with analysts without
informing the COMPANY in advance of the proposed meeting and
the format or agenda of such meeting and the COMPANY may
elect to have a representative of the COMPANY attend at such
meeting.
3. CONSULTANT shall not release any information or data about
COMPANY to any selected or limited person(s), entity, or
group if CONSULTANT is aware that such information has not
been generally released or promulgated.
4. After notice by the COMPANY of filing of a proposed public
offering of securities of the COMPANY, and during any period
of restriction on publicity, CONSULTANT shall not engage in
any public relations efforts not in the normal course
without approval of counsel for the COMPANY and of counsel
for the Underwriter(s), if any.
5) DUTIES OF COMPANY.
(a) COMPANY shall supply CONSULTANT, on a regular and timely
basis, with all approved data and information about the
COMPANY, its management, its products, and its operations
and COMPANY shall be responsible for advising CONSULTANT of
any facts which would affect the accuracy of any prior data
and information previously supplied to CONSULTANT so that
CONSULTANT may take corrective action.
(b) COMPANY shall promptly supply CONSULTANT with: copies of all
filings with all federal and state securities agencies; full
and complete copies of shareholder reports and
communications whether or not prepared with CONSULTANT's
assistance; all data and information supplied to any
financial community, and all produce/service brochures,
sales materials, etc.
(c) COMPANY shall promptly notify CONSULTANT of the filing of
any registration statement for the sale of securities and of
any other event that triggers of results in any restrictions
on publicity.
(d) COMPANY shall contemporaneously if any information or data
being supplied to CONSULTANT has not been generally released
or promulgated.
6) REPRESENTATION AND INDEMIFICATION
(a) The COMPANY shall be deemed to make a continuing
representation of the accuracy of any and all material
facts, material, information and data which it supplied to
CONSULTANT and the COMPANY acknowledges its awareness that
CONSULTANT will reply on such continuing representation in
disseminating such information and otherwise performing it's
public relation functions.
(b) CONSULTANT, in the absence of notice in writing from
COMPANY, will rely on the continuing accuracy of material,
information and data supplied by the COMPANY.
(c) COMPANY hereby agrees to indemnify CONSULTANT against, and
to hold CONSULTANT harmless from, any claims, CONSULTANT's
reliance upon the accuracy and continuing accuracy of such
facts, material, information and data, duties and
obligations hereunder.
7) COMPENSATION. The COMPANY agrees to pay 250,000 freely traded shares of
it's common stock at the time of signing this agreement.
8) RELATIONSHIP OF PARTIES. CONSULTANT is an independent contractor,
responsible for compensation of its agents employees and representatives,
as well as all applicable withholding therefrom and taxes thereon
(including unemployment compensation) and all workmen's compensation
insurance. This agreement does not establish any partnership, joint
venture, or other business entity or association between the parties and
neither party is intended to have any interest in the business or property
of the other. (i) TERMINATION. This agreement may not be terminated by
either party prior to the expiration of the term provided in paragraph 2
above except as follows:
(a) Upon failure of the other party to cure a default under, or a breach
of, this agreement within ten days after written notice is given as to
such or breach by terminating party;
(b) Upon the bankruptcy or liquidation of the other party, whether
voluntary or involuntary;
(c) Upon the other party having or applying for a receiver appointed for
all a substantial part of such party's assets or business. Nothing in
this section preludes either party from terminating this agreement at
the end of each three-month period.
9) ATTORNEY'S FEES. Should either party default in the terms or conditions of
this agreement and suit be filed as result of such default, the prevailing
party shall be entitled to recover all costs incurred as a result of such
default all costs and reasonable attorney's fees, expense and court costs
through trial and appeal.
10) WAIVER OF BREACH. The waiver by either party of a breach of any provision
of this agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by the other party.
1l) ASSIGNMENT. The rights and obligation of the parties under this agreement
shall inure to the benefit of, and shall be binding upon, the successors
and assigns of the parties.
12) NOTICES. Any notice required or permitted to be given under this agreement
shall be sufficient if in writing, and if sent by certified mail; return
receipt requested, to the principal office of the party being notified.
13) OTHER. Both parties to this agreement agree that signature sent by
facsimile transmission are legally binding.
14) ENTIRE AGREEMENT. This instrument contains the entire agreement of the
parties and may be modified only by agreement in writing, signed by the
party against whom enforcement of any waiver, change, modification,
extension or discharged is sought. This agreement shall be governed for all
purposes by the laws of the state of New York. If any provision of this
agreement shall be deemed unenforceable, such provision alone shall e
severed from this agreement, the remainder of which shall otherwise remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto, intending to be bound, have executed
this agreement, as of the date first written above.
Monetary Advancement Int'l, Inc.
By: /s/Xxxxxxx Xxxxxxxx
------------------------
Xxxxxxx Xxxxxxxx
President
Agreed to by:
/s/ Xxxxxx Xxxxxxxx, Pres.
--------------------------
Ginsite Materials, Inc.
6 month agreement /s/M.G.
