Exhibit 10.1
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SETTLEMENT AGREEMENT
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XXXXXXXX XXXXXXX, XXXXXXX XXXXXXX, SECURITY BIOMETRICS, INC. AND
LIGHTEC COMMUNICATIONS CORP.
SETTLEMENT AGREEMENT, dated June 4, 2004, by and among XxxxXxxx Xxxxxxx
("M.A. Xxxxxxx") and Xxxxxxx Xxxxxxx ("X. Xxxxxxx"); Security Biometrics, Inc.
("SBTI"), a Nevada corporation; and Lightec Communications Corp. ("Lightec"), a
New York corporation.
WHEREAS, M.A. Xxxxxxx currently holds 17 million shares of SBTI common
stock and a promissory note from SBTI in the principal sum of $1,000,000 (the
"Note");
WHEREAS, M.A. Xxxxxxx and X. Xxxxxxx entered into a Standstill Agreement
with SBTI and Lightec, dated October 29, 2003 (the "Standstill Agreement");
WHEREAS, the unpaid balance of the Note is $1,032,421, plus interest;
WHEREAS, M.A. Xxxxxxx wants to be paid the $1,032,421 amount now due and
owing on the Note and to sell her SBTI common stock;
WHEREAS, SBTI contends that M.A. Xxxxxxx xxx not be entitled to the entire
$1,032,421, plus interest, now due and owing on the Note because SBTI believes
it may have claims against M.A. Xxxxxxx and/or X. Xxxxxxx;
WHEREAS, SBTI, Lightec, M.A. Xxxxxxx and X. Xxxxxxx want to settle their
dispute;
NOW THEREFORE, it is agreed as follows:
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1. M.A. Xxxxxxx shall receive payments in an aggregate amount of
$1,189,983 and shall (a) transfer 17 million shares of SBTI common stock to a
third party designated by SBTI and (b) surrender the Note to SBTI.
2. SBTI or its designee(s) shall pay the $1,189,983 by July 2, 2004
("Settlement Date") as follows:
(a) On or before June 7, 2004, SBTI shall cause to be paid
$850,000 by certified check to M.A. Xxxxxxx.
(b) On or before the Settlement Date, SBTI shall cause to be wired
a payment of the balance of $339,983 to the escrow account of Couch White LLP.
Said wire shall be received by Couch White, LLP by 1:00 P.M. Eastern Standard
Time on the Settlement Date.
3. (a) Upon receipt of the certified check for $850,000 as set
forth in subsection 2(a) above, M.A. Xxxxxxx will hand deliver stock
certificates evidencing 17 million shares of SBTI common stock, together with an
appropriately executed stock power, to SBTI's counsel at:
LeBoeuf, Lamb, Xxxxxx & XxxXxx LLP
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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and shall provide any other documentation reasonably required by SBTI's transfer
agent to effect the transfer of such shares.
(b) Within two business days following Couch White, LLP's timely
receipt of the balance of $339,983 as set forth in subsection 2(b) above, M.A.
Xxxxxxx will deliver the Note by overnight mail to SBTI's counsel to the
attention of Xxxxxx xx Xxxxx d'Esclapon, Esq. at the address set forth in
subsection 3(a) above.
4. SBTI has agreed to issue a warrant to M.A. Xxxxxxx to purchase 8
million shares of SBTI common stock at a price of $.125 per share (exercisable
in whole or in part), exercisable for 2 years from the date of issuance; such
warrant was issued May 7, 2004 and has been received by M.A. Xxxxxxx.
5. Following receipt, as set forth in section 2 above, by Couch White,
LLP. of the total payment of $1,189,983, and by SBTI's counsel of the 17 million
shares of SBTI common stock and of the Note, SBTI and Lightec, on the one hand,
and M.A. Xxxxxxx and X. Xxxxxxx, on the other hand, will execute a mutual waiver
and release of all claims of any kind whatsoever that each may have against the
other in the form annexed hereto. The executed releases shall be exchanged by
overnight mail within five business days of Couch White LLP's timely receipt of
this total payment of $1,189,983.
6. If the total payment of $1,189,983 is not received by Couch White,
LLP, at or before 1:00 P.M. Eastern Standard Time on the Settlement Date, this
Settlement Agreement shall be void without further action, unless M.A. Xxxxxxx
at her sole discretion accepts late payment. If this Settlement Agreement
becomes void, M.A. Xxxxxxx and X. Xxxxxxx fully retain all their rights
including, but not limited to, their rights under (i) the Agreement and Plan of
Merger, effective as of March 14, 2002, by and among SBTI, LT Acquisition Corp.
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and Lightec Communications Inc., (ii) the Note, (iii) the letter agreements
dated September 4, 2002, and November 6, 2002 with respect to the Note, and (iv)
the Standstill Agreement, including the immediate right to bring legal action to
recover from SBTI the entire $1,032,421, plus interest, now due and owing on the
Note. If this Settlement Agreement becomes void after SBTI has made the $850,000
payment and M.A Xxxxxxx has delivered 17 million shares of SBTI stock to SBTI's
attorney's office: (i) M.A. Xxxxxxx shall keep the $850,000 payment; (ii) the
third party designee of SBTI shall keep the 17 million shares of SBTI stock that
SBTI's counsel received from M.A. Xxxxxxx; and (iii) said $850,000 payment shall
constitute the purchase price paid for M.A. Richard's 17 million shares of SBTI
stock.
7. This Settlement Agreement shall be governed by the laws of the
State of New York. It cannot be changed orally but only by an agreement in
writing signed by the parties to be bound. Any legal action relating to this
Settlement Agreement must be brought in the State of New York.
8. SBTI and Lightec each represent and warrant that this Settlement
Agreement has been approved by its Board of Directors.
[Signatures appear on the following page]
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IN WITNESS WHEREOF, the parties hereto have executed this Settlement
Agreement as of the day and year first above written.
/s/ XxxxXxxx Xxxxxxx
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XxxxXxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Security Biometrics, Inc.
/s/Xxxxx Xxxxxxxxx
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By: Xxxxx Xxxxxxxxx
Its: Vice President
Lightec Communications Corp.
/s/ Xxxxx Xxxxxxxxx
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By: Xxxxx Xxxxxxxxx
Its: Vice President
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ANNEX TO SETTLEMENT AGREEMENT
MUTUAL RELEASE
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TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN,
KNOW THAT -
1. RELEASE BY SECURITY BIOMETRICS, INC. AND LIGHTEC COMMUNICATIONS CORP.
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SECURITY BIOMETRICS, INC., a Corporation organized under the laws of the State
of Nevada; and LIGHTEC COMMUNICATIONS CORP., a Corporation organized under the
laws of the State of a New York, each as RELEASOR and each on behalf of itself
and its affiliates, successors and assigns, in consideration of the sum of One
and no/100 Dollars ($1.00), and other good and valuable consideration, the
receipt whereof is hereby acknowledged, releases and discharges XXXXXXXX XXXXXXX
AND XXXXXXX XXXXXXX, each as RELEASEE, and each RELEASEE's heirs, executors,
administrators, successors and assigns from all actions, causes of action,
suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants (including covenants not to complete), contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims, and demands whatsoever, in law, admiralty or
equity, which against each RELEASEE each RELEASOR ever had, now has or which it
or successors or assigns hereafter can, shall or may have for, upon or by reason
of any matter, cause or thing from the beginning of the world to the date of
these presents.
2. RELEASE BY XXXXXXXX XXXXXXX AND XXXXXXX XXXXXXX. XXXXXXXX XXXXXXX AND
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XXXXXXX XXXXXXX, each as RELEASOR and each on behalf of his or her heirs,
executors, administrators, successors and assigns, in consideration of the sum
of One and no/100 Dollars ($1.00), and other good and valuable consideration,
the receipt whereof is hereby acknowledged, releases and discharges SECURITY
BIOMETRICS, INC., a Corporation organized under the laws of the State of Nevada;
and LIGHTEC COMMUNICATIONS, CORP., a Corporation organized under the laws of the
State of a New York, each as RELEASEE, and each RELEASEE's predecessors,
successors, affiliates, officers, directors and shareholders and assigns from
all actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants (including covenants not to
complete), contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, claims, and demands
whatsoever, in law, admiralty or equity, which against each RELEASEE each
RELEASOR ever had, now has or which it or successors or assigns hereafter can,
shall or may have for, upon or by reason of any matter, cause or thing from the
beginning of the world to the date of these presents.
The words "RELEASOR" and "RELEASEE" include all releasors and all releasees
under this RELEASE.
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This RELEASE may not be changed orally.
IN WITNESS WHEREOF, this RELEASE has been executed as of the 2nd of July, 2004.
SECURITY BIOMETRICS, INC.
_________________________________
By:
Its:
LIGHTEC COMMUNICATIONS, CORP.
__________________________________
By:
Its:
_________________________________
XxxxXxxx Xxxxxxx
__________________________________
Xxxxxxx Xxxxxxx
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In Presence of
STATE OF )
) ss.:
COUNTY OF )
On ___________________, personally appeared before me ____________________,
to me known and who being duly sworn, did depose and say that he resides in
__________________, State of _________________, that he is the
___________________, of Security Biometrics, Inc., the corporation described in
and which executed the foregoing instrument, and that he signed his name thereto
by order of the Board of Directors.
________________________________________
Notary Public
In Presence of
STATE OF NEW YORK )
) ss.:
COUNTY OF )
On ___________________, personally appeared before me ____________________,
to me known and who being duly sworn, did depose and say that he resides in
__________________, State of _________________, that he is the
___________________, of Lightec Communications, Corp., the corporation described
in and which executed the foregoing instrument, and that he signed his name
thereto by order of the Board of Directors.
________________________________________
Notary Public
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In Presence of
STATE OF )
) ss.:
COUNTY OF )
On ___________________, personally appeared before me Xxxxxxx Xxxxxxx, to
me known or otherwise identified to me as the person that executed the foregoing
instrument, and who being duly sworn, did depose and say that he resides in
__________________, State of _________________ and that he executed the
foregoing instrument as his free and voluntary act and deed for the purposes and
consideration therein expressed.
________________________________________
Notary Public
In Presence of
STATE OF )
) ss.:
COUNTY OF )
On ___________________, personally appeared before me XxxxXxxx Xxxxxxx, to
me known or otherwise identified to me as the person that executed the foregoing
instrument, and who being duly sworn, did depose and say that she resides in
__________________, State of _________________ and that she executed the
foregoing instrument as her free and voluntary act and deed for the purposes and
consideration therein expressed.
________________________________________
Notary Public
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