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EXHIBIT 6.23
PRIVILEGED AND CONFIDENTIAL
MUTUAL RELEASE, WAIVER AND SETTLEMENT AGREEMENT
THIS Mutual Release, Waiver and Settlement Agreement (the "Settlement
Agreement") is entered into by and between MegaWorld, Inc., a Delaware
corporation, through its Communications Division (MegaWorld, Inc. and its
Communications Division shall collectively be referred to as "MegaWorld") and
WeCU, Inc., a West Indies corporation ("WeCU") (WeCU and MegaWorld shall be
collectively referred to as the "Parties"), who together make the following
recitations and agreements:
R E C I T A L S
WHEREAS, on October 19, 1999, the Parties entered into an agreement
(the "Agreement") whereby MegaWorld would provide Enhanced Messaging Services,
local and long distance message transmission services, including transmission,
switching and messaging facilities necessary to transmit and terminate WeCU's
enhanced messaging services, local, toll, and long distance message traffic to
specific points within the Territory (as defined within the Agreement); and
WHEREAS, the Parties desire to cancel and terminate the Agreement and
release all Parties from their obligations under the Agreement and any and all
agreements, whether written or verbal, related thereto.
NOW, THEREFORE, in consideration of the premises, representations,
promises and covenants set forth herein, the sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
A G R E E M E N T
1. All obligations of the Parties, if any, arising under the Agreement
are hereby satisfied, discharged, canceled and terminated in all respects.
2. MegaWorld, together with its present and former officers,
directors, shareholders, agents, employees, representatives, insurers,
subsidiaries and affiliates (the "MegaWorld Parties"), voluntarily and
knowingly do hereby RELEASE, DISCHARGE and ACQUIT WeCU together with its
present and former officers, directors, shareholders, agents, employees,
representatives, insurers, subsidiaries and affiliates (the "WeCU Parties")
from:
i. all cash or non-cash payments, all compensation and
all reimbursements currently due or to be due in the
future, whether pursuant to the Agreement or any
other agreement, whether written or verbal; and
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ii. all claims, demands and causes of action, known or
unknown, of any kind or character, either
liquidated, unliquidated, or contingent, howsoever
arising, whether founded in tort, contract or
otherwise, which any of the MegaWorld Parties had or
presently has as of the date of this Agreement; and
iii. all claims and causes of action arising from the
relationship between the MegaWorld Parties on the
one hand, and the WeCU Parties, on the other hand,
which the MegaWorld Parties has or which may
hereinafter arise against any of the WeCU Parties as
a result of the acts or omissions of any person or
entity prior to the date hereof, including but not
limited to claims and causes of action relating to
liability which may arise as a result of any
determination or allegation that the business of the
Parties prior to the date hereof was conducted
through an association, partnership, agency or other
relationship of the parties which may result in the
actions of one party incurring derivative liability
on another.
3. In consideration of the covenants and agreements herein contained
the WeCU Parties do hereby RELEASE, DISCHARGE and ACQUIT the MegaWorld Parties
from:
i. all cash or non-cash payments, all compensation and
all reimbursements currently due or to be due in the
future, whether pursuant to the Agreement or any
other agreement, whether written or verbal; and
ii. all claims, demands and causes of action, known or
unknown, of any kind or character, joint or several,
either liquidated, unliquidated, or contingent,
howsoever arising, whether founded in tort, contract
or otherwise for any and all inquiries, harm,
damages, penalties, costs, losses, expenses,
attorneys' fees, liability and other detriments, if
any, which any of the WeCU Parties had or presently
has as of the date of this Agreement; and
iii. all claims, demands and causes of action arising
from the relationship between the WeCU Parties, on
the one hand, and the MegaWorld Parties, on the
other hand, which any of the WeCU Parties presently
has or which may hereinafter arise against any of
the MegaWorld Parties as a result of the acts or
omissions of any person or entity prior to the date
hereof, including but not limited to claims and
causes of action relating to liability which may
arise as a result of any determination or allegation
that the business of the Parties prior to the date
hereof was conducted through an association,
partnership, agency or other relationship of the
parties which may result in the actions of one party
incurring derivative liability on another.
4. The Parties acknowledge and agree that a $20,700 Security Deposit
had been delivered to MegaWorld by WeCU pursuant to Section VIII of the
Agreement. MegaWorld hereby
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agrees to return said security deposit to WeCU by wire transfer within 24 hours
upon execution of this Settlement Agreement.
5. The Parties agree that the purpose of this Settlement Agreement is
to cancel and terminate the Agreement and to settle any and all disputed
claims. Nothing in this Agreement shall be construed as an admission of
liability of any kind; all such liability being expressly denied.
6. The Parties further declare and represent that no promise,
inducement or agreement not expressed herein has been made to any of them and
that this Settlement Agreement contains the entire agreement between the
parties hereto, and that the terms of this Settlement Agreement are contractual
and not mere recitals.
7. By execution of this Settlement Agreement, the Parties acknowledge
that each has read it, that each understands it, and that each has freely
entered into it for the purposes and consideration herein expressed.
8. This Settlement Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute a single instrument.
IN WITNESS WHEREOF, the foregoing Mutual Release, Waiver and
Settlement Agreement has been executed on this _____ day of June, 2000.
MEGAWORLD, INC.
/s/ XXXXXXX X. XXXXXXX
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By: Xxxxxxx X. XxXxxxx
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Its: President
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WECU, INC.
/s/ XXXXX XXXX
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By: Xxxxx Xxxx
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Its: CFO
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