EXHIBIT 10(KK)
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is made and entered into this 29th day of
January, 1997, by and between WEALTHNET INCORPORATED ("WealthNet"), a Utah
corporation located at 0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxx, Xxxxxxx 00000,
FAMILY TELECOMMUNICATIONS INCORPORATED ("FTI"), a Utah corporation located at
0000 X. Xxxxxxx, #X-0, Xxxxxxx, Xxxxxxx 00000, and I-LINK WORLDWIDE INC., a Utah
corporation, and its parent MEDCROSS, INC., a Florida corporation (collectively
"I-Link"), whose principal offices are located at 00 Xxxx Xxxxxxxxx Xxxx Xxxxx,
Xxxxxx, XX 00000.
In consideration of the mutual covenants and promises contained herein the
parties agree as follows:
1. Upon the execution of this Settlement Agreement, FTI shall pay to
WealthNet the cash sum of $200,000.00. WealthNet agrees that it shall pay to I-
Link the sum of $11,620.00 each month for three consecutive months commencing
February 1997 as payment for telecommunications services provided by FTI and
utilized by WealthNet prior to December 31, 1996.
2. WealthNet and FTI agree that all contracts, agreements and
understandings between them shall be deemed to have been terminated and
cancelled effective December 31, 1996, including, without limitation, that
certain Letter of Intent dated August 19, 1996. WealthNet hereby assigns and
transfers to FTI any and all interest it may have in all accounts receivable
from the members of the WealthNet/WealthCom organization (the "Members") arising
from the Members' use of telecommunications services provided by FTI through
December 31, 1996 (the "Services"). FTI and/or I-Link shall make every effort
to promptly resolve issues of Member xxxxxxxx so as to collect only actual and
correct amounts payable by the Members for the Services. WealthNet agrees to
assist FTI and/or I-Link, as reasonably requested by FTI and/or I-Link, at no
additional out-of-pocket expense to WealthNet, in their efforts to resolve
issues of Member xxxxxxxx and to collect all actual and correct accounts
receivable from the Members arising from the Services.
3. The parties agree that the business relationship between them shall be
established and governed by the Strategic Member Reseller Agreement (the "I-
Link/WealthNet Agreement") entered into by I-Link and WealthNet simultaneous
with the execution of this Settlement Agreement, and that the I-Link/WealthNet
Agreement shall be deemed to be effective as of January 1, 1997 and shall govern
xxxxxxxx to the Members for telecommunications services provided through FTI\I-
Link for January 1997 and thereafter. The parties agree and acknowledge that
the termination of contracts, agreements and understandings and the mutual
releases provided for in this Settlement Agreement shall not affect the I-
Link/WealthNet Agreement and the parties' duties, rights and obligations
thereunder. The parties further agree that any subsequent termination of the I-
Link/WealthNet Agreement pursuant to its terms shall not affect the termination
of contracts, agreements and understandings and the mutual releases provided for
in this Settlement Agreement.
4. FTI and I-Link, for themselves and on behalf of their affiliates,
principals, employees and agents (collectively "FTI/I-Link"), hereby release
WealthNet and its affiliates, principals, employees and agents (collectively
"WealthNet"), from all claims, liabilities, demands and damages, whether known
or unknown, that FTI/I-Link may have as against WealthNet resulting from any and
all contracts, agreements and understandings between the parties, and from any
and all acts of or omissions to act by WealthNet, existing or occurring at any
time prior to the execution of this Settlement Agreement. FTI/I-Link
specifically do not release the Members from their payment obligations arising
from the Services.
5. WealthNet, for itself and on behalf of its affiliates, principals,
employees, agents and, to the extent it is legally authorized to do so, the
Members (collectively "WealthNet/WealthCom"), hereby release FTI/I-Link from all
claims, liabilities, demands and damages, whether known or unknown, that
WealthNet/WealthCom may have as against FTI/I-Link resulting from any and all
contracts, agreements and understandings between the parties, and from any and
all acts of or omissions to act by FTI\I-Link, existing or occurring at any time
prior to the execution of this Settlement Agreement. FTI and I-Link agree that
the Members shall not be deemed to have waived any rights they may have as
against FTI for inaccuracies in xxxxxxxx to the Members for the Services.
6. This Settlement Agreement may be executed in multiple counterparts,
provided that effectiveness shall occur only upon execution by all parties of a
counterpart.
7. The persons executing this Settlement Agreement represent and warrant
that they do so having all requisite power and authority to sign on behalf of
the entities indicated.
IN WITNESS WHEREOF, the parties have executed this Settlement Agreement as
of the date first above written.
WEALTHNET INCORPORATED FAMILY TELECOMMUNICATIONS
INCORPORATED
By: ______________________________ By: __________________________________
Xxx Xxxxx, President Xxxxxx Xxxxxxx, President
By: __________________________________
Xxxxxx Xxxxxx, Vice President
I-LINK WORLDWIDE INC. MEDCROSS, INC.
By: ______________________________ By: __________________________________
Xxxx Xxxxxxx, President Xxxx Xxxxxxx, President
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