EXHIBIT 10.48
SETTLEMENT AGREEMENT AND RELEASE
THIS SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is made as of 16th day
of December, 2004, by and between ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., a
Florida corporation ("Entech") and Stonegate Securities, Inc. ("Stonegate").
WHEREAS, Stonegate and Entech are parties to the certain Placement Agency
Agreement entered into as of June__, 2004 (the "Placement Agency Agreement") and
in connection with the Placement Agency Agreement Stonegate has provided certain
financial services to Entech; and
WHEREAS pursuant to the terms of Section 6(b) of the Placement Agency
Agreement, Entech is required to reimburse Stonegate for certain expenses;
WHEREAS, the parties to this Agreement desire to settle all amounts owed by
Entech to Stonegate pursuant to Section 6(b) of the Placement Agency Agreement
up through August 30, 2004;
NOW, THEREFORE, in consideration of the release contained herein, the
parties hereto agree as follows:
1. Payment. In satisfaction of its obligations to Stonegate under Section
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6(b) of the Placement Agency Agreement up to and through August 30, 2004, Entech
shall pay effective upon execution of this Agreement (the "Closing") the sum of
seven thousand five hundred dollars ($7,500) to Stonegate.
2. Release. In consideration of the payment as set forth in Paragraph 1
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of this Agreement, Stonegate for itself and its successor and assigns, will be
deemed to have remised, released and forever discharged, and by these presents
does, for itself and its successors and assigns, remise, release, and forever
discharge Entech and its successors and assigns, of and from all manner of
action and actions, causes of action, suits, debts and dues, claims and demands
whatsoever, in law or in equity, which against Entech, Stonegate ever had, now
has, or which it and its successors and assigns hereafter can, shall or may
have, for, upon or by reason of the obligations of the Company pursuant to
Section 6(b) of the Placement Agency Agreement up to and through August 30,
2004. Nothing herein shall be deemed to remise, release or discharge Entech or
any of its successors an assigns from its obligations under Section 5, 6(a) and
6(c), 7, 8, 9 and 10 of the Placement Agency Agreement.
3. Governing Law. This Agreement shall be governed by and interpreted
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in accordance with the laws of the State of Florida.
4. Entire Agreement. This Agreement sets forth the entire agreement
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between the parties with regard to the subject matter hereof as it relates to
Section 6(b) of the Placement Agency Agreement. No other agreements, covenants,
representations or warranties, expressed or implied, oral or written, have been
made by either party to the other with respect to the subject matter of this
Agreement, except for the Placement Agency Agreement. All prior and
contemporaneous conversations, negotiations, possible and alleged agreements and
representations, covenants and warranties with respect to the subject matter
hereof are waived, merged herein and superseded hereby.
5. Modification and Revocation. This Agreement may not be modified or
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revoked except by a written instrument executed by all parties to this
Agreement.
6. Signatories. All signatories to this Agreement represent that they are
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duly authorized and have full power to enter into this Agreement.
7. Additional Acts. All parties shall execute and deliver all documents
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and perform all further acts that may be reasonably necessary and useful to
effectuate the purposes and provisions of this Agreement.
8. Multiple Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. A facsimile transmission
of this signed Agreement shall be legal and binding on all parties hereto.
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Settlement Agreement and Release
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the date first appearing above.
ENTECH ENVIRONMENTAL TECHNOLOGIES,
INC.
By /s/ Xxxx Northtop
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Xxxx Northtop, President
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STONEGATE SECURITIES, INC.
By /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx Title: President
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