Exhbit 99.01
MUTUAL RELEASE AND
SATISFACTION OF PROMISSORY NOTE
AND LICENSE AGREEMENT
This Mutual Release and Satisfaction of Promissory Note and License Agreement
("Agreement") is made and entered into this 29th day of January, 2004 ("the
"Effective Date") by and between Cordia Corporation, a Nevada corporation with
offices located at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxx Xxxx
00000 (hereinafter referred to as "Cordia") and West Lane Group, Inc., a New
York corporation with offices located at 000 Xxxx Xxxx Xxxx, Xxxxxxxx,
Xxxxxxxxxxx, 00000 (hereinafter referred to as "West Lane").
WHEREAS, West Lane executed a Promissory Note dated March 3, 2003 payable to
Cordia in the amount of $750,000 with a current balance of $720,000 after West
Lane's transfer of 100,000 shares of Cordia Common Stock with a market value
of $0.30.
WHEREAS, ISG Group, Inc., a subsidiary of West Lane, entered into a License
Agreement whereby Cordia granted ISG Group, Inc. an unlimited license to SUBRO
AGS and ISG Group, Inc. agreed to pay a total of $250,000 of which $154,000
has been paid to date after West Lane's transfer of 100,000 shares of Cordia
Common Stock with a market value of $0.30, leaving a balance of $96,000 to be
paid in installments of $6,000 for a period of sixteen months.
WHEREAS, by correspondence dated January 4, 0000, Xxxx Xxxx notified Cordia
that it would encounter difficulty raising the funds necessary to continue
payments under the terms of the License Agreement and to pay off the
Promissory Note.
WHEREAS, by correspondence dated January 4, 0000, Xxxx Xxxx offered as a
settlement, the transfer to Cordia of 1,412,500 shares of Cordia Common Stock
held by West Lane and or its affiliates or subsidiary plus a fifteen month
option to purchase 100,000 shares of Cordia Common Stock at $0.40 in full
satisfaction of the License Agreement and Promissory Note upon the terms and
subject to the conditions hereinafter set forth and Cordia has agreed to
the stock transfer.
WHEREAS, the transfer of common stock in full settlement of the Promissory
Note and License Agreement has been approved by Cordia's Board of Directors.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and in order to consummate the transfer of the
Corporation's Stock aforementioned, it is hereby agreed as follows:
1. Stock Transfer.
On the Effective Date of this Agreement, West Lane will cause to be
transferred to Cordia 1,412,500 shares of Cordia Corporation Common Stock with
a current market value of $0.40 per share to fully satisfy West Lane's
obligation under the Promissory Note and License Agreement.
West Lane will also execute contemporaneously with this Agreement, a stock
option agreement granting Cordia the right to purchase 100,000 shares of
Cordia's Common Stock for a period of fifteen (15) months at $0.40.
2. Representations and Warranties.
West Lane represents and warrants to Cordia that:
(a) the shares will be validly transferred; and
(b) The transfer and delivery of the shares to Cordia under the Agreement
does not violate: (i) West Lane's charter documents; (ii) any agreement to
which West Lane is a party; or (iii) any applicable federal or state statute,
rule and/or regulation.
3. Mutual Release.
Cordia does hereby release, cancel, forgive and forever discharge the
obligations of West Lane under the terms of the Promissory Note executed March
3, 2003 and the obligations of ISG Group, Inc. under the terms of the License
Agreement executed March 3, 2003 from all actions, claims, demands, damages,
obligations, liabilities, controversies and executions, of any kind or nature
whatsoever, whether known or unknown, whether suspected or not, which have
arisen, or may have arisen, or shall arise from the first day of the world,
including this day and each day hereafter, and Cordia does specifically waive
any claim or right to assert any cause of action or alleged cause of action or
claim or demand which has, through oversight or error intentionally or
unintentionally or through a mutual mistake, been omitted from this Agreement.
West Lane, on behalf of itself and its subsidiary and affiliate, does hereby
release, cancel, forgive and forever discharge the obligations of Cordia,
including the provision of software updates and maintenance, under the terms
of the License Agreement executed March 3, 2003 from all actions, claims,
demands, damages, obligations, liabilities, controversies and executions, of
any kind or nature whatsoever, whether known or unknown, whether suspected or
not, which have arisen, or may have arisen, or shall arise from the first day
of the world, including this day and each day hereafter, and West Lane on
behalf of itself and its subsidiary and affiliate does specifically waive any
claim or right to assert any cause of action or alleged cause of action or
claim or demand which has, through oversight or error intentionally or
unintentionally or through a mutual mistake, been omitted from this Agreement.
4. Ownership of Software.
In consideration of the above noted transaction West Lane and ISG Group and
all successor and assigns have been conveyed title to and herby purchases from
Cordia all rights, title and interest in the underlying source code and
development of source code of SUBRO AGS, including all applicable copyrights,
trade secrets, patents and other intellectual rights therein.
ISG shall retain the exclusive right to the name SUBRO AGS and applicable
trademarks associated with that name. ISG shall retain the non-exclusive
worldwide right and unlimited license to use, copy, distribute, resell SUBRO
AGS, and sublicensing rights of any of the foregoing.
5. Entire Agreement.
This Agreement constitutes the entire Agreement and supersedes all prior
agreements and understandings, oral and written, between the parties hereto
with respect to the subject matter hereof.
6. Governing Law.
This agreement, and all transactions contemplated hereby, shall be governed
by, construed and enforced in accordance with the laws of the State of New
York. The parties herein waive trial by jury and agree to submit to the
personal jurisdiction and venue of a court of subject matter jurisdiction
located in New York County, State of New York. In the event that litigation
results from or arises out of this Agreement or the performance thereof, the
parties agree to reimburse the prevailing party's reasonable attorney's fees,
court costs, and all other expenses, whether or not taxable by the court
as costs, in addition to any other relief to which the prevailing party may be
entitled.
7. Headings.
The section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.
8. Severability.
In the event that one or more provisions contained in this Agreement are for
any reason held to be unenforceable in any respect, such unenforceability
shall not affect any other term or condition of this agreement and this
agreement shall be construed as if the unenforceable provision was not
contained in this agreement.
9. Counterparts.
This Agreement may be signed in one or more counterparts, each of which shall
be an original, but all of which together shall constitute one instrument.
IN WITNESS WHEREOF, this Agreement has been executed by each of the individual
parties hereto on the date first above written.
West Lane Group, Inc. Cordia Corporation
/s/ /s/
By: By:
Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx
Chief Executive Officer
February 6, 2004
( Date ) ( Date )
