EXHIBIT 10.8
TERMINATION AGREEMENT
This Termination Agreement (this "Termination Agreement") is made
between One World Networks Integrated Technologies, Inc. ("OWNIT") and Biozhem
Cosmeceuticals, Inc. ("Biozhem"), as of May 1, 2000, with reference to the
following:
A. OWNIT and Biozhem have entered into a certain Management
Agreement dated as of July 14, 1999, as amended by that
Multi-Party Amendment No. 1 executed on or about October 24,
1999 (the "Multi-Party Amendment"). The Management Agreement,
as amended, shall be referred to as the "Management
Agreement".
B. The parties have also entered into certain other agreements
including a Registration Rights Agreement, dated as of July
14, 1999, a Secured Promissory Note dated as of July 14, 1999,
and a Restated Convertible Secured Promissory Note dated as of
October 13, 1999, a Security Agreement dated as of July 14,
1999, and a Class A Warrant Agreement as amended by the
Multi-Party Amendment (as amended, the "Warrant Agreement").
C. The parties desire to terminate the Management Agreement and
to resolve all other matters between them in an amicable
manner.
D. The parties further desire that all matters are resolved
between OWNIT and Xxxxxxxx Xxxxxx ("Xxxxxx"), an individual
who holds two promissory notes issued by Biozhem (the
"Notes").
NOW THEREFORE, in consideration of the foregoing recitals, the mutual
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. ADDITIONAL INVESTMENT BY OWNIT. OWNIT will make an additional
investment in Biozhem in the amount of $175,000, to be structured as an exercise
of Class A Warrants to purchase Biozhem's common stock, per the terms of the
Management Agreement as amended. These funds shall be wire transferred to
Biozhem's account immediately upon execution by the parties of this Termination
Agreement and execution by Xxxxxx of the form of release attached hereto as
Exhibit A (the "Xxxxxx Release"). Notwithstanding the foregoing, and taking into
consideration that the exercise price of 888,666 of the Class A Warrants is
$0.15 under the terms of the Management Agreement as amended, the parties have
agreed that, upon exercise of the Class A Warrants as provided under this
Section 1 and Section 4 below ("Reimbursable Expenses"), OWNIT shall receive
958,521 shares of Biozhem's common stock, representing all the remaining Class A
Warrants that are available.
2. PURCHASE OF NAMES. OWNIT will purchase Biozhem's database of
customer names, existing as of May 1, 2000, including all categories and
locations, summarized approximately in the attached Exhibit B that was prepared
by Biozhem personnel (the "Database"), for a guaranteed royalty of $40,000 to be
paid over a four-month period, payable $10,000 each month in advance, commencing
on May 1, 2000. Biozhem shall retain co-ownership of the Database. The parties
acknowledge that OWNIT's purchase of the Database is an integral part of this
Termination Agreement, and that OWNIT's failure to make the aforesaid royalty
payment would be a material default hereunder. It is understood, however, that
OWNIT shall have no obligation with respect to the purchase of the Database and
the payment of the royalty until this Termination Agreement and the Xxxxxx
Release are fully executed by all parties.
3. TERMINATION OF MANAGEMENT AGREEMENT. The Management Agreement as
amended is hereby terminated and neither party shall have any obligations to the
other party thereunder, except for the following provisions, which shall survive
the termination of the Management Agreement as amended: the reference and/or
arbitration provisions set forth in Section 15 and Exhibit C of the Management
Agreement as amended, the confidentiality provisions set forth in Section 16 and
any other provisions of the Management Agreement as amended and the Multi-Party
Amendment relating to the Class A Warrants.
4. Intentionally Omitted.
5. WAIVER OF MANAGEMENT FEES. OWNIT shall waive any claim to any
management fees under the Management Agreement as amended.
6. UNPAID SALES TAXES. Upon receipt of the funds to be transferred by
OWNIT to Biozhem hereunder, Biozhem shall pay any and all of its outstanding
state sales tax obligations and unpaid payroll tax obligations.
7. WEBSITE SALES. OWNIT and Biozhem shall utilize their respective best
efforts to continue to work together on mutually agreeable terms to sell Biozhem
products on the website that OWNIT created for the purpose of selling such
products.
8. FULL SETTLEMENT AND MUTUAL RELEASE. The parties expressly
acknowledge that this Termination Agreement fully resolves all disputes and
claims arising between them, whether arising under the Management Agreement as
amended, the Notes or otherwise. In furtherance of the foregoing, OWNIT and
Biozhem each absolutely, fully and forever releases and discharges the other
party, and the other party's respective officers, directors, partners,
shareholders, affiliates, agents, representatives, employees, servants,
successors-in-interest, assigns, attorneys, consultants or other advisors,
whether past, present or future (collectively, "Agents"), from any and all
claims or disputes against each other arising out of facts occurring prior to
the date hereof, including but not limited to, any and all claims, demands,
liabilities, obligations, losses, controversies, costs, expenses and attorneys'
fees, of every kind, nature, character or description whatsoever, whether in law
or in equity, whether arising under contract, tort or securities laws or
otherwise, whether known or unknown and whether suspected or unsuspected.
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9. SECTION 1542 WAIVER. Each of the parties intends for this
Termination Agreement to be effective as a full and final accord and
satisfaction and release. In furtherance of this intention, each of the parties
acknowledges reading and understanding Section 1542 of the Civil Code of the
State of California, which provides as follows:
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.
Each of the parties hereby knowingly and voluntarily waives and relinquishes any
and all rights and benefits which it or he has or may have under California
Civil Code Section 1542 to the fullest extent that it or he may lawfully do so.
Each party elects to, and does, assume unknown risks arising hereafter with
respect to the subject matter of this Termination Agreement. Each of the parties
hereto acknowledges that it or he may hereafter discover facts different from,
or in addition to, those which now exist or are believed to the true with
respect to the subject matter of this Termination Agreement, and agrees that
this Termination Agreement shall nevertheless remain in full and complete force
and effect. Each of the parties hereto acknowledges the waiver and
relinquishment of its or his rights and benefits under California Civil Code
Section 1542 is an essential and material term of this Termination Agreement,
without which it would not have been executed.
10. EFFECT OF AGREEMENT. The mutual terms and conditions embodied in
this Termination Agreement shall not constitute an admission of liability, blame
or fault on the part of any of the parties.
11. COSTS. Each of the parties shall assume responsibility for payment
of all costs incurred by each of the parties in connection with the subject
matter hereof, except as expressly provided herein.
12. LEGAL ADVICE. Each of the parties acknowledges that it or he (a)
has received independent legal advice from its or his attorneys with respect to
the advisability of executing this Termination Agreement, (b) has made such
investigation of the facts pertaining to this Termination Agreement as each has
deemed necessary and appropriate, and (c) has not relied upon any statement or
representation of any other party, or any other party's respective Agents, in
executing this Termination Agreement. Each party has executed this Termination
Agreement free from coercion, duress or undue influence. The provisions of this
Termination Agreement shall be interpreted in a reasonable manner to effectuate
the intentions of the parties, without regard to which party was responsible for
drafting.
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13. ASSIGNMENT OF CLAIMS AND AUTHORITY. Each of the parties represents
and warrants that it or he has not assigned or transferred to any other person
or entity any right or claim which is the subject matter of this Termination
Agreement. Each of the parties hereto represents and warrants to each of the
others that it or he has the sole and complete right and authority to
compromise, settle, release and discharge all such rights, claims, demands and
causes of action which are the subject matter of this Termination Agreement.
14. CORPORATE RESOLUTIONS. Prior to transfer of funds from OWNIT to
Biozhem as provided in Sections 1 and 2 hereof, Biozhem shall provide to OWNIT a
certified copy of corporate resolutions of Biozhem, in a form reasonably
satisfactory to OWNIT, indicating among other things that Biozhem is authorized
to take all actions required by it hereunder and that the person signing on
behalf of Biozhem is authorized to do so.
15. INTEGRATION. This Termination Agreement is the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements between the parties with respect to the matters contained
herein. Any waiver or modification of any provision of this Termination
Agreement shall be effective only if it is in writing and duly executed by the
party against whom enforcement is sought.
16. NO DISPARAGING REMARKS. Neither party shall make any disparaging
remarks about the other party or its respective Agents, in connection with any
matters relating to their relationship or dealings, the Management Agreement as
amended, this Termination Agreement, Xxxxxx, the Notes or otherwise.
17. GOVERNING LAW. This Termination Agreement shall be governed by and
construed in accordance with the laws of the State of California.
18. REFERENCE AND/OR ARBITRATION. Any action brought to enforce any
provision of this Termination Agreement, including any dispute regarding
jurisdiction, shall be subject to a reference proceeding as set forth in Exhibit
C of the Management Agreement as amended. If for any reason such reference
proceeding is not available, any claim or dispute between the parties shall be
subject to binding arbitration, as further provided in Exhibit C of the
Management Agreement as amended. In any such action, whether a reference
proceeding or arbitration, the prevailing party shall be entitled to recover its
reasonable attorneys' fees and costs.
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19. MISCELLANEOUS. Each party to this Termination Agreement shall
execute all instruments and documents and take all actions as may be reasonably
required to effectuate this Termination Agreement, including without limitation
the issuance of common stock of Biozhem pursuant to the terms hereof. Each
provision of this Termination Agreement shall be valid and enforceable to the
fullest extent permitted by law; if any provision shall be held to be invalid or
unenforceable, the remainder of the Termination Agreement shall not be affected.
No delay or omission in the exercise of any right or remedy shall impair such
right or remedy or be construed as a waiver.
IN WITNESS WHEREOF, the parties have executed this Termination
Agreement as of the date first set forth above.
ONE WORLD NETWORKS
INTEGRATED TECHNOLOGIES, INC.,
a Nevada corporation
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: CEO
BIOZHEM COSMECEUTICALS, INC.,
a Texas corporation
/s/ Xxxxx Xxxx
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By: Xxxxx Xxxx, President
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