"EXHIBIT 10.17"
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
This Settlement Agreement and Mutual General Release (the "Agreement"),
dated January 29, 1998, is made by and between Xxxxx Xxxxxxxx and Badal LLP, a
California Limited Liability Partnership ("Xxxxx Xxxxxxxx") on the one hand and
Numex Corporation, a California Corporation and XXXX X. XXXXXXXX, an individual
("Xxxxxxxx") on the other hand, with reference to the following:
X. Xxxxx Xxxxxxxx provided legal representation and services ("the
Representation") to Numex.
B. On or about June 28, 1994 Numex executed a Promissory Note in favor
of Xxxxx Xxxxxxxx for fees due in connection with the Representation in the
principal amount of $175,000.00. The Promissory Note was guaranteed by Xxxxxxxx.
C. On May 15, 1997 the American Arbitration Association, Xxxx X.
Xxxxxxxx, Arbitrator, issued its Award of Arbitrator against Numex and Xxxxxxxx
and in favor of Xxxxx Xxxxxxxx in the total sum of $208,777.66 plus costs and
interest. The Award was confirmed as a Judgment entered on July 24, 1997.
D. The parties hereto now desire to put to rest all of their differences
and disputes relating to these matters, as well as any potential
claims that may exist between them.
NOW THEREFORE in consideration of the following convenants, promises
and conditions, the parties agree as follows:
1. Concurrent with the execution of this Agreement, Numex or Xxxxxxxx shall
pay to Xxxxx Xxxxxxxx the sum of One Hundred Fifteen Thousand Five Hundred Fifty
Dollars ($115,550.00).
2. Xxxxx Xxxxxxxx shall provide Numex with a Satisfaction of Judgment in
favor of Numex and Xxxxxxxx.
3. Xxxxx Xxxxxxxx hereby completely releases and forever discharges Numex
and Xxxxxxxx and each of their heirs, successors, predecessors, assigns,
affiliates, parents, subsidiaries, partners, officers, directors, attorneys,
shareholders, agents, servants and employees from any and all claims, actions,
causes of action or demands, claims, debts, expenses and attorney fees of any
kind or nature, in law or in equity, known or unknown, presently in existence or
which may arise in the future, arising out of or in connection with any claim,
cause, act or event whatsoever which occurred prior to the date of this
Agreement, including but not limited to any claim arising out of or in
connection with the Representation, the Promissory Note or the Judgment.
4. Numex and Xxxxxxxx hereby completely release and forever discharge Xxxxx
Xxxxxxxx and each of its heirs, successors, predecessors, assigns, affiliates,
parents, subsidiaries, partners officers, directors, attorneys, shareholders,
agents, servants and employees from any and all claims, actions, causes of
action or demands, claims, debts, expenses and attorneys fees of any kind or
nature, in law or in equity, known or unknown, presently in existence or which
may arise in the future, arising out of or in connection with any claim, cause,
act or event whatsoever which occurred prior to the date of this Agreement,
including but not limited to any claim arising out of or in connection with the
Representation, the Promissory Note or the Judgment.
5. The parties hereto each agree and acknowledge that this Agreement
constitutes a full, complete, fair and final mutual release and settlement of
all claims and disputes between them, known or unknown, contingent or accrued,
that exist or may hereafter exist between them. The parties hereto hereby waive
any and all rights which either may have under the provisions of Section 1542 of
the Civil Code, which section reads 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 know by him must have
materially affected his settlement with the debtor."
6. The parties hereto represent and warrant that each has secured
independent legal advise and consultation in connection with this Agreement, and
that neither has relied upon any representation or statement by the other in
executing this Agreement, other than those which are expressly made herein.
7. This Agreement and all matters relating to the validity, construction,
interpretation, enforcement and effect of this Agreement shall be governed by
the laws of the State of California.
8. This Agreement is intended to be performed in accordance with and only
to the extent permitted by all applicable laws, ordinances, rules and
regulations. If any provision of this Agreement or the application thereof to
any person or circumstance, shall for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement and the application to such
provision to the other persons or circumstances shall not be affected thereby,
but rather shall be enforced to the greatest extent permitted by law.
9. This Agreement contains the entire understanding and Agreement
between the parties hereto, and it is expressly understood and agreed that this
Agreement may not be altered, amended or otherwise modified in any respect
except by writing, duly executed by all parties hereto.
10. The parties hereto agree that should this Agreement be breached,
the breaching party shall stay and hold harmless the nonbreaching party from any
and all claims, costs and expenses, including, but not limited to, reasonable
attorneys fees incurred as a result of such breach.
XXXXX XXXXXXXX & BADAL LLP
/s/ XXXX XXXXXXXX
By: Xxxx Xxxxxxxx
NUMEX CORPORATION
/s/ XXXX X. XXXXXXXX
By: Xxxx Xxxxxxxx
Title: President
/s/ XXXX X. XXXXXXXX
By: Xxxx Xxxxxxxx, Individual
