EXHIBIT 10.5
SETTLEMENT AGREEMENT AND RELEASE
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This Settlement Agreement and Release (hereinafter the "Agreement") are
entered into by and between Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxx, Suntine
Enterprises LLC and Cornerstone Wireless Communications LLC (hereinafter
referred to collectively as "Xxxxxxx and Group") and Dimensional Visions Inc.
(hereinafter referred to as "DVUI" or the "Company") with reference to the
following:
RECITALS
1. WHEREAS, DVUI is a Public Company currently trading on the
Over-the-Counter Bulletin Board with the symbol DVUI.
2. WHEREAS, Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxx, Suntine Enterprises LLC,
Cornerstone Wireless Communications LLC and any other related known and unknown
parties are the major secured and unsecured creditors of DVUI and are owed
approximately $626,297.00, plus accrued interest.
3. WHEREAS, DVUI is currently insolvent and cannot pay Xxxxxxx and Group
what they are owed.
4. WHEREAS, a new management group has agreed to take control of DVUI and
infuse working capital and assets into the DVUI to allow the Company to be
solvent and create shareholder value.
5. WHEREAS, a condition of the new management group's involvement is the
settlement of Xxxxxxx and Groups debt for Company stock.
6. WHEREAS, Xxxxxxx and Group have agreed to take a combination of
restricted and unrestricted stock in settlement of combined debt which has been
proposed by the new management of the Company.
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7. WHEREAS, all parties hereto now wish to resolve the debt to Xxxxxxx
and Group and develop the business of the Company and create shareholder value.
8. IN CONSIDERATION, of the promises and mutual covenants hereby contained,
it is hereby agreed as follows and will confirm all arrangements previously made
to settle the obligation owed Xxxxxxx and Group by DVUI.
TERMS
1. Xxxxxxx and Group will receive the sum of Fifty Thousand Dollars
($50,000.00), in post reorganization Company unrestricted Common Stock.
2. Xxxxxxx and Group will receive additional shares if the value of the
unrestricted stock falls below the value of Fifty Thousand Dollars upon its
liquidation.
3. Xxxxxxx and Group agree that they may liquidate $10,000.00 worth of the
unrestricted stock each month for five months commencing Ten (10) days after
receipt of the stock.
4. Xxxxxxx and Group will receive the sum of Two Hundred Thousand Dollars
($200,000.00) in post reorganization Company restricted Company Common Stock.
These share will have piggyback rights to any registration that is filed, at no
cost to Xxxxxxx and Group.
5. Xxxxxxx and Group will receive additional shares if the value of the
restricted stock falls below the sum of Two Hundred Thousand Dollars ($200,000)
on the date One (1) year after its receipt. The number of additional shares will
be determined based on the average closing of last 5 trading calendar days of
the holding period.
6. Upon completion of the reorganization of the Company, Xxxxxxx and Group
will receive the Company stock within Ten (10) days.
7. It is further understood and agreed that this Settlement Agreement and
Release, and payment pursuant thereto is in full settlement of all claims by
Xxxxxxx and Group.
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8. The parties agree to bear their own costs, expenses, and Attorney's fees
incurred in this matter.
9. Except with respect to the liabilities and obligations created by this
Settlement Agreement and Release and the covenants set forth herein; each of the
parties hereto releases each other party and their heirs, affiliates, executors,
administrators, successors or assigns, or and from any and all manners of,
actions and causes of action, suits, debts, accounts, covenants, contracts,
agreements, judgments, claims and demands whatsoever in law or in equity,
including without limitation all claims made or which could have been made in
any action, which each of the parties ever had, or now have, or which any of
their heirs, affiliates, executors, administrators, successors or assigns, or
any of them, hereafter can, will or may have, for or by reason of, any cause,
manners of a thing whatsoever, at all times prior to and as of the date of the
execution of this Settlement Agreement and Release.
10. Each party represents and warrants that he has the authority to enter
into and be bound by this Settlement Agreement and Release.
11. Each of the parties hereto acknowledges that each has had the benefit
of the advice of an attorney of his or her choice in the negotiating, drafting,
and executing this Settlement Agreement and Release, and the language in all
parts of this Settlement Agreement and Release is a product of the efforts of
all counsel and/or parties. Accordingly, neither the entire Settlement Agreement
and Release nor any provision in it will be (a) deemed to have been proposed or
drafted by any party, or (b) construed against any party. This Settlement
Agreement and Release will be construed as a whole according to its plain
meaning. It will in all respects be interpreted, enforced, and governed under
the laws of the State of Arizona, except that parole evidence will not be
admissible to vary or modify any of its terms.
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12. If for any reason any provision of this Settlement Agreement and
Release will be determined to be invalid or inoperative, the validity and effect
of the other provisions hereof will not be affected thereby.
13. This Settlement Agreement and Release constitute the entire agreement
and understanding between the parties with respect to the subject matters set
forth herein, and supersede and replace any prior agreements and understandings,
whether oral or written between and among the, with respect to such matters. The
provisions of this agreement may be waived, altered, amended, or repealed in
whole or in part, only upon the written consent of all parties to this
Settlement Agreement and Release.
14. In the event that any party hereto is required to commence an action to
enforce the terms of this Settlement Agreement and Release, or to execute any
stipulated judgments entered into as part of it, the prevailing or executing
party shall be entitled to attorneys feels and costs reasonably incurred in
connection therewith.
THE UNDERSIGNED FURTHER STATES THAT HE HAS CAREFULLY READ THE FOREGOING
SETTLEMENT AGREEMENT AND RELEASE AND KNOWS THE CONTENTS THEREOF, AND SIGNS THE
SETTLEMENT AGREEMENT AND MUTUAL RELEASE AS HIS OWN FREE ACT. THE UNDERSIGNED
FURTHER ACKNOWLEDGES THAT HE HAS BEEN REPRESENTED BY THE ATTORNEY OF THEIR
CHOICE THROUGHOUT THE PENDENCY OF THESE MATTERS, AND THAT THE UNDERSIGNED HAS
HAD THE OPPORTUNITY TO DISCUSS THE CONTENTS OF THIS SETTLEMENT AGREEMENT AND
RELEASE WITH AN ATTORNEY IF THEY SO WISHED.
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IN WITNESS THEREOF this Agreement is executed this 30th day of April,
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2003, at Phoenix, Arizona.
Dimensional Visions Inc.
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Chairman and CFO
CAUTION!
READ BEFORE SIGNING!
Individually and for Cornerstone Wireless Communications, LLC
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
President
Suntine Enterprises, LLC
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Manager
Individually
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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