AMENDMENT TO CONSULTING AGREEMENT AND SATISFACTION AND RELEASE
EXHIBIT 99.1
AMENDMENT TO CONSULTING AGREEMENT AND
SATISFACTION AND RELEASE
SATISFACTION AND RELEASE
This Amendment to Consulting Agreement (this “Amendment”), dated as of January 31, 2008, is
being entered into between Utix Group, Inc., a Delaware corporation (the “Company”), and Xxxxxx X.
Xxxxxxx (the “Consultant”). The Company and the Consultant are sometimes hereinafter collectively
referred to as the “Parties.” Terms not otherwise defined herein shall have the meanings ascribed
to them in the Consulting Agreement (defined below).
Recitals
WHEREAS, the Parties have entered into that certain Consulting Agreement, dated October 29,
2007 (the “Consulting Agreement”), setting forth the terms of the services to be provided to the
Company by the Consultant;
WHEREAS, the Consultant and the Company now wish to amend the Consulting Agreement as set
forth herein;
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. Amendment to Consulting Agreement. The Parties hereby agree that, notwithstanding
the ten-day notice period set forth in Section 4 in the Consulting Agreement, the Consultation
Period terminated as of the date the Consultant tendered his resignation to the Company, and that
neither Party shall have any further rights or obligations under the Consulting Agreement, except
as set forth in this Amendment. Notwithstanding the foregoing, Sections 6, 7, 8, 9, 10, 12, 13, 14
and 15 of the Consulting Agreement shall continue to remain in full force and effect.
2. Satisfaction of Amounts Owed to the Consultant. The Consultant acknowledges having
received $25,000 from the Company as payment for services rendered pursuant to the Consulting
Agreement and having been reimbursed for all expenses incurred on or prior to the date hereof in
the ordinary course of performing his duties. The Consultant agrees such payment represents full
and total satisfaction of the Company’s obligations under the Consulting Agreement, notwithstanding
anything to the contrary contained in Sections 3 or 4 of the Consulting Agreement or Section 5 of
the Supplement to Consulting Agreement.
3. Release by the Consultant. The Consultant, for himself and for his
representatives, agents, estate, heirs, successors and assigns (collectively, the “Releasors”),
hereby knowingly, voluntarily, absolutely and unconditionally release, remise, discharge, indemnify
and hold harmless the Company and any and all of its current, former and future affiliates,
parents, subsidiaries (direct and indirect), predecessors, successors and assigns and any of their
current, former and future officers, directors, stockholders, members, partners, employees, agents,
insurers, counsel, and successors and assigns, both individually and in their official capacities,
if any (collectively, the “Releasees”), from any and all charges, complaints, suits, claims,
demands, damages, lawsuits, actions, causes of action, judgments, contracts, liabilities,
grievances, obligations, agreements, promises, torts, debts, controversies, rights, expenses
(including
attorneys’ fees and expenses actually incurred), costs, losses, fees and demands of any
nature whatsoever, whether existing or contingent, known or unknown, suspected or unsuspected,
which he has, own, or holds, or claims to have, own or hold or may have, own or hold against each
and any one or more of the Releasees for any reason whatsoever in law or in equity, under federal,
state or other law, whether the same be upon statutory claim, contract, tort or other basis
relating to payments under Sections 3 or 4 of the Consulting Agreement or Section 5 of the
Supplement to Consulting Agreement. The Consultant, for himself and on behalf of all other
Releasors, further agrees not to file any claim or lawsuit seeking damages or other relief or
asserting any claims that are lawfully released in this Section 3. The Consultant, for himself and
on behalf of all other Releasors, further irrevocably and unconditionally waives all rights to
recover any relief and damages concerning the claims that are lawfully released in this Section 3.
The Consultant represents and warrants that he has not, and to his knowledge none of the other
Releasors in his name or on his behalf has, previously filed or joined in any such claims against
any Releasee, or given or sold any portion of any claims released herein to anyone else, and that
the Consultant, for himself and on behalf of the other Releasors, will indemnify and hold harmless
and cause the other Releasors to indemnify and hold harmless, the Releasors for any breach of this
Section 3.
4. Acknowledgement by the Consultant. With respect to this Amendment, the Consultant
acknowledges that he has read and understands the Amendment and executes it voluntarily and without
coercion. The Consultant further acknowledges that he is being advised herein in writing to
consult with an attorney prior to executing this Amendment, and that he has been given a period of
time to consider and execute this Amendment.
5. Counterparts; Facsimile Transmission. This Amendment may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken together constitute
one and the same Amendment. Each Party agrees that he or it will be bound by his or its own
telecopied signature and that he or it accepts the telecopied signature of each other Party.
[Signature Page Follows]
IN WITNESS HEREOF, the Parties have affixed their signatures below as of the date first set
forth above.
| CONSULTANT |
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| /s/ Xxxxxx X. Xxxxxxx | ||||
| Xxxxxx X. Xxxxxxx | ||||
| UTIX GROUP, INC. |
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| /s/ Xxxxxxx X. Xxxxxx | ||||
| By: Xxxxxxx X. Xxxxxx | ||||
| Title: | Chairman | |||
