SETTLEMENT AGREEMENT, RELEASE AND COVENANT NOT TO XXX
By way of this Settlement Agreement, Release and
Covenant Not to Xxx ("Agreement") the parties, Cactus Jack's
Marketing Corporation ("Cactus Xxxx"), Xxxx X. Xxxxxxxxx and
Xxxxxxx X. Xxxxxxxxx (collectively also referred to as the
"Claimants"), and Infotopia, Inc., a successor by way of
assignment from National Boston Medical, Inc. ("Infotopia"),
hereby mutually agree to settle and release all claims and to
covenant not to xxx one another, as follows.
1. Infotopia, agrees to pay to Cactus Xxxx, and
Cactus Xxxx agrees to accept in settlement of all claims, the
sum of One-Hundred Twenty-Five Thousand Dollars ($125,000.00)
(the "Settlement"). In addition, Infotopia agrees to complete
payment of the Settlement by bank transfer to Cactus Xxxx upon
its receipt of this Agreement from the Claimants, this fully
executed Agreement by Cactus Xxxx, Xxxx X. Xxxxxxxxx and Xxxxxxx
X. Xxxxxxxxx, along with Infotopia's further receipt of NBMI
Stock Certificate No. 2968 and the Stock Power therefor, executed
by Xxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx with their
signatures on said stock power Medallion Guaranteed (the
"Documents"). Upon receipt of the Documents, Infotopia will
instruct the law firm of Xxxxxx & Xxxxxx to effect a wire
transfer of the Settlement to Cactus Xxxx, according to the wire
transfer instructions provided by Cactus Xxxx to Xxxxxx & Xxxxxx.
2. Infotopia further agrees to pay, by August 1,
2000, any and all outstanding invoices owed to the following
suppliers of Cactus Jack's "One-Shot" products: Chem-Spec; Xxxxx
Printing and Accent Tag & Label. Any materials produced by the
afore-mentioned suppliers, including bait pellets, remain the
property of Cactus Xxxx.
3. Infotopia, further agrees to pay, by August 1,
2000, any and all outstanding invoices owed to PAC/NET for the
production of thirty thousand (30,000 "Catch-A-lot Fishing
System" lures. In addition, Infotopia agrees to return and
deliver to Cactus Xxxx, at its corporate warehouse located at
000 Xxxxxxx Xxxxxx, Xxxx, XX 00000, by August 1, 2000, Thirty
Thousand (30,000) "Catch A-lot Fishing System" lures, retail box
included, F.O.B. anywhere United States of America.
4. Infotopia further agrees to pay, by August 1,
2000, Xxxxxxxxxxxx Group, Inc. all sums owed for producing
television infomercials for Cactus Jack's "One-Shot" products.
In addition, Infotopia agrees that any infomercials, or
production materials for infomercials for Cactus Jack's "One-
Shot"products, are the property of Cactus Xxxx.
5. All rights previously granted by Cactus Xxxx for
"One-Shot" products to Infotopia pursuant to the Manufacturing,
Marketing and Distribution Agreement of 9/4/99 and the Consent to
Subdistribution / Sublicensing Agreement of 4/5/00 are hereby
rescinded and return to Cactus Xxxx.
6. As a condition to the obligations of Infotopia
under this Agreement, and in consideration for the above, Cactus
Xxxx agrees to return One Million (1,000,000) shares of National
Boston Medical, Inc. stock upon execution of this agreement, by
sending the Stock Certificate identified in Paragraph 2 of this
Agreement along with the fully executed Stock Power as set forth
in Paragraph 2 of this Agreement.
7. In consideration for the above, the Claimants
hereby release and forever discharge Infotopia, its insurer,
its employees and all persons, firms or corporations associated
with it from any and all liability or claimed liability, claims
for damages, causes of action or any claims or demands of any
kind or character whatsoever that each of the undersigned has,
might have or could have on account of or in any way arising out
of any and all known and unknown damage resulting or to result
from the Manufacturing, Marketing and Distribution Agreement of
9/4/99 and the Consent to Subdistribution / Sublicensing
Agreement of 4/5/00 concerning Cactus Jack's "One-Shot" products.
8. In consideration for the above, Infotopia hereby
releases and forever discharges the Claimants; each of their
respective insurers, their respective employees and all persons,
firms or corporations associated with each of them from any and
all liability or claimed liability, claims for damages, causes of
action or any claims or demands of any kind or character
whatsoever that the undersigned has, might have or could have on
account of or in any way arising out of any and all known and
unknown damage resulting or to result from the Manufacturing,
Marketing and Distribution Agreement of 9/4/99 and the Consent to
Subdistribution / Sublicensing Agreement of 4/5/00 concerning
Cactus Jack's "One-Shot" products.
9. This release is executed as a compromised
settlement of a disputed claim, liability for which is expressly
denied by the parties released, and the payment of the above sum
or dismissal of the above-mentioned claims does not constitute an
admission of any wrong doing or liability on the part of any
person or entity a party to this Agreement.
10. The undersigned parties further agree to
indemnify, defend and hold each other harmless from all costs,
expenses and liability for any claims, cross claims, allegations,
complaints and legal proceedings made or instituted in connection
with the Manufacturing, Marketing and Distribution Agreement of
9/4/99 and the Consent to Subdistribution / Sublicensing
Agreement of 4/5/00 concerning Cactus Jack's "One-Shot" products.
11. Each of the Claimants convents and agrees that
it or they, as the case may be, will not initiate, prosecute or
procure any claims or causes of action arising out of or related
to any of the matters covered by this Agreement.
Each party to this Agreement further agrees that the terms of
this Agreement are
confidential. Further, each of the parties agree that neither
it, nor its attorneys, agents and representatives shall disclose
the terms of this Agreement to any person without the express
written consent of each and every other party, or upon obtaining
a lawful final order of a Court of competent jurisdiction.
Each party further covenants and agrees to refrain from making
any disparaging
remarks about any other party to this Agreement to any person.
The parties represent and warrant that they have had an
opportunity to inquire as
to all material facts pertinent to this Agreement, that they have
had an opportunity to be advised by counsel with respect to this
Agreement and that they fully understand the terms of this
Agreement and that they are voluntarily executing this Agreement.
1. This Agreement contains the entire Agreement of the parties
and shall not be
1.
modified or amended in any way except upon a written consent
thereto signed by all parties to this Agreement. This Agreement
shall inure to the benefit of and be binding upon the parties,
and their respective heirs, successors, assigns, personal
representatives, insurers and affiliates. This Agreement may be
signed in one or more counterparts, with the signature of each
party on one copy being deemed that party's signature on each
other copy.
Dated this day of July, 2000.
THE CLAIMANTS: INFOTOPIA, INC.
CACTUS JACK'S MARKETING CORP.
/s/ Xxxx X. Xxxxxxxxx /s/ Xxxxxx Xxxxxxx
XXXX X. XXXXXXXXX, its President XXXXXX X. XXXXXXX,
President
/s/ C. Xxxxxxx Xxxxxxxxx
C. XXXXXXX XXXXXXXXX, its
Chief Financial Officer
XXXX X. XXXXXXXXX
/s/Xxxx X. Xxxxxxxxx
XXXXXXX X. XXXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxxx
