EXHIBIT 10.1
SETTLEMENT AGREEMENT AND
MUTUAL GENERAL RELEASE
SETTLEMENT AGREEMENT
AND MUTUAL GENERAL RELEASE
1. Parties.
The parties to this Settlement Agreement and Mutual General Release
("Agreement") are:
a. "Plaintiffs." Xxxx Xxxx, Xxxxx Xxxx and Xxxxx Xxxx.
b. "EPTC." Environmental Products & Technologies Corporation,
a California corporation.
c. "Xxxxx." Xxxxxx Xxxxx.
d. "Xxxxxx." Xxxxxx Xxxxxx
e. "Defendants." EPTC, Xxxxx and Xxxxxx.
2. Recitals.
This Agreement is entered into with respect to the following facts:
a. On or about March 19, 1999, Plaintiffs filed a lawsuit
against Defendants entitled Xxxx Xxxx, Xxxxx Xxxx and Xxxxx
Xxxx v. Environmental Products & Technologies Corporation,
et al.. Los Angeles Superior Court Case Number BC207095
(the "Action").
b. Defendants Xxxxx and Xxxxxx were dismissed on demurrer, and
EPTC eventually answered Plaintiffs' Second Amended
Complaint, denying the material allegations thereof and
asserting various defenses thereto.
c. The parties have now agreed to resolve and settle their
differences and disputes, and each having determined that
it is to their individual advantage to do so, now agree to
settle and compromise all disputes and claims between them.
Accordingly, without the admission of any liability, the
parties agree as follows:
3. Stock Delivery.
On or before May 5, 2000, EPTC shall deliver to Plaintiffs'
certificates representing a total of 140,000 shares of free trading,
non-restricted stock in EPTC, registered as follows:
Xxxx Xxxx 70,000 shares
Xxxxx Xxxx 42,000 shares
Xxxxx Xxxx 28,000 shares
4. Release by Defendants.
Effective upon the execution hereof, EPTC, Xxxxx and Xxxxxx, for good
and valuable consideration, the adequacy and receipt of which are hereby
acknowledged, for themselves, their heirs, successors and assigns, do
hereby release and forever discharge Plaintiffs and their employees,
agents, attorneys, successors, assigns, heirs, executors and
administrators, and each of them (collectively "the Bird Releasees"), from
any and all claims, demands, causes of action, and liabilities of every
kind and nature whatsoever, known and unknown, suspected and unsuspected,
which Plaintiffs ever had, now have, and hereafter can, shall or may have,
from the beginning of time to the date hereof, including but not limited to
any claims, demands, causes of action or liabilities arising from (a) any
services performed by Plaintiffs for EPTC, Xxxxx or Xxxxxx, and (b) any
services performed by Plaintiffs for any other person or entity in the
waste management, composting or recycling business, including any present
or future competitor of EPTC.
5. Release by Plaintiffs.
Effective only upon the completed delivery of 100% of the stock
provided for in paragraph 3 above, Plaintiffs, for themselves, their heirs,
successors and assigns, will release and forever discharge Defendants,
their officers, directors, employees, agents, attorneys, successors,
assigns, heirs, executors and administrators, and each of them
(collectively, "the Defendant Releasees") from any and all claims, demands,
causes of action and liabilities of any kind and nature whatsoever, known
and unknown, suspected and unsuspected, which Plaintiffs ever had, then
have and thereafter can, shall or may have from the beginning of time to
the effective date hereof including, but not limited to, any claims,
demands, causes of action or liabilities that were asserted or could have
been asserted in the Action.
6. Power to Release.
The parties each represent and warrant to each other that they are the
sole owners of the claims, demands, causes of action and liabilities which
they are releasing, and that they have full power to give the releases
provided for herein. The parties further represent and warrant to each
other that they have not assigned or transferred any of the claims,
demands, causes of action or liabilities released herein and the parties
each agree to indemnify and hold the other harmless from and against any
claims, demands, causes of action and liabilities, including attorneys'
fees incurred, arising out of the assertion by any third party of any
claims released herein.
7. Waiver of Unknown Claims.
The parties each expressly waive the rights and benefits of section
1542 of the California Civil Code, which provides:
"Section 1542. General Release - Claims Extinguished. A general release
does not extend to claims which the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor."
8. Representation by Counsel.
Plaintiffs have been represented in this matter by Xxxxxx X. Xxxxxx of
Xxxxxx & Xxxx, and Defendants have been represented in this matter by Xxxxx
X. Xxxxxxxxx of the Law Offices of Xxxxx X. Xxxxxxxxx. The parties have
each entered into this Agreement and have given the releases provided for
herein upon the advice of said counsel. The parties each represent and
warrant to each other that they have made such investigation of their
possible rights and claims that they deem appropriate, and they each agree
that they shall not be entitled to set aside the releases provided for
herein even if they hereafter learn that their understanding of the facts
or law was incorrect or for any other reason. The parties affirm that this
Agreement is intended to be final and binding between them, regardless of
any claim of misrepresentation, promise made without intention to perform,
concealment of fact, mistake of fact or law, or any other circumstance
whatsoever.
9. Costs and Attorneys Fees.
Each party shall bear his or its own attorney's fees and costs incurred
in the Action.
10. Integration.
This Agreement contains a single integrated contract expressing the
entire agreement of the parties. There are no other agreements, written or
oral, express or implied, prior or collateral, between the parties, except
the agreement set forth herein. No representative of any party hereto has
or had any authority to make any representations or promises not contained
in this Agreement, and each of the parties acknowledge they have not
executed this Agreement in reliance upon any such representation or
promise. This Agreement cannot be modified or changed except by a written
instrument signed by each of the parties.
11. Governing Law; Jurisdiction and Venue.
This Agreement shall be governed by California law. The parties each
submit to the personal jurisdiction of the Los Angeles County Superior
Court for the resolution of any claims arising hereunder.
12. Captions and Interpretation.
Paragraphs, titles, and captions contained herein are inserted for
convenience and reference, and are not intended to define, limit or
describe the scope of the Agreement or any provision thereof. No provision
of the Agreement is to be interpreted for or against any party on the basis
that any particular party or his attorney drafted such provision.
13. Attorneys Fees.
The prevailing party in any dispute arising hereunder shall be entitled
to recover his or its reasonable attorney's fees and costs incurred in
enforcing this Agreement or in pursing claims for any breach thereof.
IN WITNESS WHEREOF, the undersigned hereby execute this Settlement
Agreement and Mutual General Release as of April 14, 2000.
ENVIRONMENTAL PRODUCTS & TECHNOLOGIES
CORPORATION, a Delaware corporation
By:/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, President
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/s/ Xxxx Xxxx
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Xxxx Xxxx
/s/ Xxxxx Xxxx
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Xxxxx Xxxx
/s/ Xxxxx Xxxx
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Xxxxx Xxxx
