Exhibit 10.5
A G R E E M E N T
Agreement entered into by and between Xxxxxx Xxxxxx ("Xxxxxx") and
Alydaar Software Corporation (the "Company") this 10th day of April, 1997.
W I T N E S S E T H
WHEREAS, there are two actions pending against the Company and Gruder
in Superior Court of Connecticut (the "Actions") entitled respectively,
Xxxxxx Xxxxxx, et xx x. Xxxxxx X. Xxxxxx, Xxxxxx X.
Xxxxxxx, GEM Technologies, Inc., a Connecticut Corporation,
Alydaar Software Corporation, a North Carolina Corporation
f/k/a DAAR, Inc., and Enertronix, Inc., a Utah Corporation
a/k/a GEM Technologies, Inc.
and
Alydaar Software Corporation (Fairfield, CV 96 0334
3085))and Xxxxxx Xxxxx v. Xxxxxx Xxxxxx, Xxxxxx Xxxxxx d/b/a
GEM Technologies, a Connecticut Corporation, Alydaar
Corporation, a North Carolina Corporation (New Haven, CV 96
0254 2045); and
WHEREAS, the plaintiffs in the Actions demand certain relief against
the Company and Gruder, including the delivery to them of shares of common stock
("Common Stock") of the Company; and
WHEREAS, the Company and Gruder deny any liability in connection with
such Actions and intend to defend the actions vigorously, and
WHEREAS, the Company and Gruder have reached an agreement with respect
to the defense of the Actions and the satisfaction of a judgment, if any,
requiring the delivery of Common Stock to the plaintiffs;
NOW, THEREFORE, it is agreed as follows:
1. The Company and Gruder shall cooperate in the vigorous defense of
the Actions and shall, together with Xxx Xxxxxxx, jointly retain Xxxxxxx Xxxx &
Xxxxxxxxx to represent both the Company and Gruder in the defense of the
Actions, together with such counsel authorized to practice in Connecticut as may
be necessary.
2. Gruder shall indemnify and hold harmless the Company with respect to
any liability resulting from a final and unappealable judgment in the Actions,
including, but not limited to, any liability to deliver shares of common stock
of the Company in satisfaction of any judgment or any settlement of the Actions
which he approves. In this connection Gruder represents and warrants that he
currently owns 7,231,400 shares of common stock of the Company free and clear of
any liens, charges or encumbrances and his liabilities do not exceed $500,000.
3. The Company shall pay all of the legal fees and expenses incurred in
connection with the defense of the Actions, including without limitation any
legal fees and expenses that Gruder or Dudchik might otherwise become obligated
to pay with respect to the defense of the Actions.
Ex. 10.5 - 1
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.
Alydaar Software Corporation
/s/ Xxxxxx Xxxxxx By: /s/ V. Xxxxxx Xxxxx
Xxxxxx Xxxxxx
Ex. 10.5 - 2
