SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this "Release") is
entered into as of the 10th day of May, 2002 by and between CGI Information
Technology Services, Inc., f/k/a IMRglobal Corp. ("CGI") and CyberCare, Inc.
("CyberCare").
RECITALS:
WHEREAS, in the past, CGI Information Technology Services, Inc., f/k/a
IMRglobal Corp. ("CGI"), provided materials and services to CyberCare, Inc.
("CyberCare"); and
WHEREAS, in a letter dated June 15, 2001, CyberCare agreed to pay One
Million, One Hundred Twelve Thousand, Seven Hundred Sixteen Dollars
($1,112,716.00) to CGI as compensation for materials and services provided by
CGI to CyberCare; and
WHEREAS, payment was not made, resulting in the filing of a lawsuit
styled IMRGLOBAL CORP. V. CYBERCARE, INC., Case Number 01-8766-CI-011, in the
Circuit Court in Pinellas County, Florida (the "Litigation"); and
WHEREAS, CGI and CyberCare now wish to enter into a settlement
agreement to resolve all pending disputes between them, including the
Litigation.
NOW, THEREFORE, in consideration of the mutual covenants set forth
below, and for other good and valuable consideration, the adequacy of which is
hereby acknowledged, the parties agree as follows:
TERMS:
1. Simultaneously with the parties' mutual execution and exchange of
this Release, CyberCare will wire the sum of One Hundred Fifty Thousand Dollars
($150,000.00) to CGI.
2. Within five (5) business days following the parties mutual execution
and exchange of this Release, CyberCare will issue to CGI Five Hundred Thousand
(500,000) shares of restricted CyberCare common stock (the "Settlement Shares").
CyberCare will, at its own cost and expense, no later than May 31, 2002, file a
registration statement appropriate for the Settlement Shares (the "Registration
Statement") with the United States Securities and Exchange Commission ("SEC"),
and use its reasonable best commercial efforts to have the Registration
Statement declared effective by the SEC, and use its reasonable best commercial
efforts to maintain the effectiveness of the Registration Statement for a period
of twenty-four (24) months thereafter, so as to enable the Settlement Shares,
upon the effectiveness of the Registration Statement and for the above-specified
period thereafter, to be freely tradable by CGI, until sold by CGI in accordance
with the terms of this Release, all applicable state and federal securities laws
and regulations and in accordance with the Registration Statement. CGI agrees to
restrict its sales of the Settlement Shares to no more than 20,000 shares in any
trading day and 300,000 shares in any calendar month; provided, however, that on
trading days when the trading volume for CyberCare's common stock is greater
than 2,000,000 (not including any Settlement Shares),
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the daily restriction shall increase to 100,000 Settlement Shares (the "Sale
Restrictions"). The number of Settlement Shares referred to in the foregoing
shall be adjusted to reflect any change in the capitalization of CyberCare,
including, but not limited to, such changes as a stock split, stock dividend,
recapitalization or the like.
3. CyberCare, upon the signing of this Release, releases CGI, its
predecessors and successors, its officers and directors, and its assigns ("CGI
Releasees") from any and all claims, whether known or unknown, that CyberCare,
its officers and directors, successors and predecessors, or assigns ("CyberCare
Releasors"), have or may have against CGI Releasees. This release is general in
nature, but specifically includes all claims, defenses and set-offs asserted by
CyberCare in the Litigation. SPECIFICALLY EXCLUDED FROM THIS RELEASE IS
CYBERCARE'S RIGHT TO ENFORCE ANY OF CGI'S OBLIGATIONS PURSUANT TO THIS RELEASE
AND CGI'S OBLIGATION TO COMPLY WITH THE SALE RESTRICTIONS IMPOSED UNDER SECTION
2.
4. Upon completion of (a) the wiring of the $150,000 described in
Section 1, (b) the delivery of share certificates representing the Settlement
Shares, as described in Section 2, and (c) the Registration Statement being
declared effective by the SEC (collectively (a), (b) and (c) are referred to as
the "Settlement Obligations"), CGI releases CyberCare, its affiliates and
subsidiaries, and its and their respective successors and predecessors, and its
and their respective officers, directors, shareholders, representatives and
assigns (collectively the "CyberCare Releasees") from any and all claims,
whether known or unknown, that CGI, its officers and directors, successors and
predecessors, or assigns ("CGI Releasors") may have against CyberCare Releasees.
This release is general in nature, but specifically includes the claims
asserted, or which could have been asserted, in the Litigation. SPECIFICALLY
EXCLUDED FROM THIS RELEASE IS CGI'S RIGHT TO ENFORCE ANY OF CYBERCARE'S
OBLIGATIONS PURSUANT TO THIS RELEASE AND CYBERCARE'S OBLIGATION TO MAINTAIN
REGISTRATION OF THE SETTLEMENT SHARES AS SPECIFIED HEREIN.
5. CyberCare agrees that in the event it fails to perform or satisfy
the completion of any of the Settlement Obligations, it stipulates to a judgment
in the amount of $1,112,716.00 minus any money that CGI has recovered as a
result of payments by CyberCare to CGI pursuant to the terms of this Release and
the proceeds of any sale, transfer or disposition of Settlement Shares as set
forth in this Release. CyberCare will, however, be responsible for pre-judgment
interest from the date of breach through the entry of a judgment. To activate
this clause, CGI need only file an affidavit of default and give CyberCare 10
days written notice of a hearing for entry of a judgment. CyberCare's only
defense to entry of a judgment will be proof that it has fully performed the
Settlement Obligations.
6. If CyberCare should file bankruptcy within ninety (90) days
following the effectiveness of the Registration Statement (a "Filing"), the
parties agree that if by the date of the Filing CGI has not sold all of the
Settlement Shares the bankruptcy will be considered the same as a default as set
forth in the preceding paragraph, giving CGI the right to seek to recover
through proceedings in or after bankruptcy, the full amount of $1,112,716.00
minus any money
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already recovered by CGI as a result of the payments and sale of Settlement
Shares pursuant to this Release.
7. Once CyberCare has satisfied the Settlement Obligations, the parties
will promptly enter into a stipulated order to be entered in the Litigation
approving the settlement represented by this Release, dismissing the Litigation
with prejudice, but allowing the court to retain jurisdiction to enforce the
terms of this Release in the event of a default by either party. CGI agrees it
shall comply with all applicable state and federal securities laws and
regulations in connection with the disposition, transfer or sale of the
Settlement Shares and shall not attempt to or dispose of, transfer or sell the
Settlement Shares indirectly to or through one or more third parties so as to
contravene or avoid the Sale Restrictions described in Section 2.
8. The parties waive trial by jury in any action to enforce this
Release.
9. The parties agree that the sole and exclusive jurisdiction in any
action to enforce this Release will be the Circuit Court in the Sixth Judicial
Circuit of Florida or, if a bankruptcy is filed, the bankruptcy court having
jurisdiction.
10. The parties agree that they have had an opportunity to consult with
counsel prior to entering into this Release and that they knowingly and
willingly entered into this Release.
11. There will be no modifications of this Release except those that
are in writing and signed by both parties hereto.
12. The terms of this Release shall be binding upon and enforceable by
the parties and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties have executed this Settlement Agreement
and Mutual Release as of the date first written above.
CYBERCARE, INC.
By:
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Name:
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Its:
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STATE OF FLORIDA
COUNTY OF __________________
The foregoing was acknowledged before me this _____ day of __________,
2002, by ___________________, as _______________ of CyberCare, Inc., who ( ) is
personally known to me ( ) who presented _________________________ as
identification, and who did not take an oath.
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Notary Public, State of Florida
My Commission Expires:
CGI INFORMATION TECHNOLOGY SERVICES, INC.,
F/K/A IMRGLOBAL CORP.
By:
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Name:
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Its:
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STATE OF FLORIDA
COUNTY OF ______________
The foregoing was acknowledged before me this _____ day of __________,
2002, by ___________________, as _______________ of CGI who ( ) is personally
known to me ( ) who presented _________________________ as identification, and
who did not take an oath.
-------------------------------
Notary Public, State of Florida
My Commission Expires:
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