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EXHIBIT 10.18
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (collectively the
"Agreement") is entered into by and between Cyber Village Network, Inc.
("CVN"), Xxxx Xxxxxxx ("Xxxxxxx"), and Technology Guardian, Inc. ("TGI"), and
Xxxxx Xxxxxxx ("Xxxxxxx").
RECITALS
WHEREAS, on August 6, 1997, the parties entered into an agreement (the
"Option Agreement") whereby TGI granted the following options to CVN: (i) an
option to purchase ten percent (10%) of the authorized and issued shares of
TGI's common stock in exchange for forgiveness of a promissory note which
obligated TGI to pay $100,000 to CVN, or, in the alternative, pay $100,000 in
cash; and, (ii) an option to purchase shares of TGI common stock in an amount
equivalent to 30% of the authorized and issued shares of TGI in exchange for
$1,200,000 for a period of nine months from the date if and when the first
option was exercised;
WHEREAS, the Option Agreement provided if and when CVN shall exercise the
option to purchase shares of TGI common stock in an amount equivalent to 30% of
the TGI's issued and outstanding shares, Xxxxxxx may purchase from CVN shares
of TGI common stock equal to 15% of TGI's issued and outstanding common stock
in exchange for $1,300,000;
WHEREAS, on October 4, 1997, CVN and TGI entered into an agreement whereby
CVN exercised its option to purchase 10% of TGI's issued and outstanding shares
of common stock in exchange for forgiveness of a $100,000 promissory note held
by CVN, as well as the option to purchase 30% of TGI's issued and outstanding
shares of common stock in exchange for $1,300,000 which was offset by Xxxxxxx'x
obligation to pay CVN $1,200,000 in exchange for shares equal to 15% of TGI
issued and outstanding stock;
WHEREAS, on September 8, 1997, CVN and its agent, Xxxxxxx, entered into an
agreement with TGI and Xxxxxxx whereby TGI would pay Xxxxxxx an amount equal to
6% of the gross proceeds received by TGI from any underwriting arranged by
Xxxxxx Xxxxxxx and Xxx Py, including bridge financing, and subsequently,
Xxxxxxx would rebate one-third of aforementioned fees to Xxxxxxx;
WHEREAS, TGI has agreed to issue shares of its common stock in an amount
equal to 10% of its issued and outstanding common stock in exchange for the
forgiveness of the $100,000 promissory note held by CVN;
WHEREAS, the parties desire to rescind all remaining provisions of the
aforementioned agreements and any other agreements whether verbal or in writing
from one another arising out said agreements;
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AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged:
1. In consideration of the promises and undertakings contained in this
Settlement Agreement and Release, CVN, and Xxxxxxx, for themselves, and, as
applicable, for each of their subsidiaries, predecessors, successors, assigns,
officers, directors, shareholders, agents, attorneys, representatives,
employees, owners, managers, contractors, and subcontractors do hereby forever
generally, completely and absolutely release and discharge TGI and Xxxxxxx, and,
as applicable, each of their predecessors, successors, assigns, agents,
attorneys, representatives, employees, insurers, partners, managers and heirs of
and from any and all claims, demands, actions, chooses in action, obligations,
liabilities and damages of every kind and nature whatsoever, in law or in
equity, whether as of this date known or unknown, asserted or unasserted, which
any such person or entity may now have or may claim to have in the future, due
to, arising from, or based in whole or in part upon, any act, omission, event,
transaction, matter or thing involved, alleged or referred to, or arising
directly or indirectly from or in connection with any of the above-mentioned
agreements which are attached and made a part hereof, or any other agreements
among the parties.
2. In consideration of the promises and undertakings contained in this
Settlement Agreement and Release, TGI shall issue 849,750 shares of TGI common
stock to Xxxxxxx at the completion of a recapitalization by TGI, and pay Xxxxxxx
an amount equal to $50,000 and an additional $50,000 payable from the proceeds
of a private offering of TGI securities in excess of $500,000.
3. At the completion of a recapitalization by TGI, TGI shall issue
1,030,000 shares of its common stock which will represent 10% of its issued and
outstanding common stock, in exchange for the forgiveness of the $100,000
promissory note held by CVN.
4. This Agreement has been executed in the State of California and all
questions as to its validity, meaning, application, binding effect or
enforceability shall be governed by the internal laws of the State of
California. The parties acknowledge and agree that this Agreement shall not be
construed more favorably in favor of one party than the other based upon which
party drafted this Agreement, it being acknowledged that all parties contributed
substantially to the negotiation of this Agreement.
5. Each of the parties hereto declares that prior to the execution of this
Agreement, he or it apprised himself or itself of sufficient relevant data to
intelligently exercise judgment in determining whether to execute this
Agreement. Each party hereto declares that the decision to execute this
Agreement is not predicated on or influenced by any declarations, warranties or
representations of the other party or any predecessors in interest, successors,
assigns, officers, attorneys, or agents of any of the other party hereto, except
as expressly set forth herein. Each party hereto states that he or it has read
the Agreement and that this Agreement is entered into freely and
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voluntarily. It is further understood and agreed that all of the terms of this
Agreement are contractual and not mere recitals, and each of the parties hereto
warrants that he or it understands the terms of this Agreement and that he or it
intends to be bound thereby.
6. This Agreement may be executed in counterparts as may be necessary or
convenient, and by the different parties hereto on different counterparts, each
of which once so executed shall be deemed an original.
7. Any determination of invalidity, illegality, or unenforceability of any
provision of this Agreement, determined by a court of competent jurisdiction,
shall not affect validity, legality, or enforceability of any other provisions.
8. Each party affirms it has authority to enter into and execute this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
17 day of October, 1997.
Cyber Village Networks, Inc.
By: /s/ XXXX XXXXXXX
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Xxxx Xxxxxxx, CEO
/s/ XXXX XXXXXXX
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Xxxx Xxxxxxx
Technology Guardian, Inc.
By: /s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx, President
/s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
