RESOLUTION AGREEMENT [5 PAGES TOTAL]
THE FOLLOWING PARTIES Mr. Xxxx Xxxxxxx individually and Family Health
News, Inc., a Florida corporation, a/k/a "The Family Health News," a/k/a "The
Family News," a/k/a "The Family News, Inc." hereinafter First Parties and
GeneThera, Inc., a publicly traded Florida corporation, and including Hand Brand
Distribution, Inc. a Florida corporation, and GeneThera, Inc. f/k/a Hand Brand
Distribution, Inc. a Florida corporation, and GeneThera, Inc. a Colorado
corporation hereinafter referred to collectively as Second Party all do mutually
and fully agree as follows:
WHEREAS certain heretofore unresolved ownership and stock contract
disputes exist between the First Parties and the Second Party, and
WHEREAS all parties desire to resolve all existing unresolved disputes
amicably and economically without resort to the Courts, and
WHEREAS in consideration the resolution of all outstanding disputes
between First Parties and Second Party in exchange for 80,000 shares (in two
certificates of 40,000 shares each) of GeneThera, Inc. (GTHA) from the Second
Party to the First Parties and the formal unconditional transfer and release of
all ownership to Mr. Xxxx Xxxxxxx of Family Health News, Inc., a Florida
corporation, a/k/a "The Family Health News," a/k/a "The Family News," a/k/a "The
Family News, Inc." and
WHEREAS in consideration the resolution of all outstanding disputes
between Second Party and First Parties in exchange for the formal unconditional
transfer of all ownership from First Parties to Second Party of all ownership in
Hand Brand Distribution, Inc. a Florida corporation, except as to the retention
by Mr. Xxxx Xxxxxxx of all ownership in Family Health News, Inc., a Florida
corporation, a/k/a "The Family Health News," a/k/a "The Family News," a/k/a "The
Family News, Inc." and the resolution of the stock contract disputes, and
WHEREAS all parties agree to cooperate expeditiously with each other, time
being of the essence, with the exchange of financial information to and
cooperation with GeneThera's accountants Xxxxxx, Xxxxxx & Xxxxxxxxxxx, P.A., and
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WHEREAS all parties agree to exchange separate Mutual General Releases, as
specified in Exhibits 1 and 2, and
ALL PARTIES DO HEREBY represent, warrant, covenant and agree as follows to
the following terms and conditions:
1. Second Party shall forthwith deliver the aforementioned 80,000 common
shares of GeneThera, Inc. (GTHA) in the name of Mr. Xxxx Xxxxxxx to First
Parties' attorney Xxxx Xxxxxx, Esq., to be held in escrow pending the execution
of these separate Mutual General Releases. These 80,000 common shares are to
satisfy all outstanding convertible notes. The 80,000 common shares are to be
held in escrow until the 2003 audit of Family Health News, Inc. is completed by
Xxxxx Xxxxxxx and Genethera's accountants Xxxxxx, Xxxxxx & Xxxxxxxxxxx, P.A.
(who will enjoy Mr. Xxxx Xxxxxxx'x full cooperation in audit preparation), or
GeneThera, Inc. files its most recently due 10Q filing with the Securities and
Exchange Commission, or until August 15, 2004, at the latest, whichever event
occurs first, after which they shall be delivered to Mr. Xxxx Xxxxxxx.
2. Second Party acknowledges that Family Health News, Inc., a Florida
corporation, a/k/a "The Family Health News," a/k/a "The Family News," a/k/a "The
Family News, Inc." is owned in the name of Mr. Xxxx Xxxxxxx and Second Party
releases and conveys all interests in same, if any, to Mr. Xxxx Xxxxxxx,
unconditionally and in perpetuity, without any exception.
3. Second Party shall forthwith deliver all records and evidences of
ownership of Family Health News, Inc., a Florida corporation, a/k/a "The Family
Health News," a/k/a "The Family News," a/k/a "The Family News, Inc." to First
Parties' attorney Xxxx Xxxxxx, Esq., to be held in escrow pending the execution
and delivery of these separate Mutual General Releases.
4. First Parties shall forthwith deliver all records and evidences of
ownership of Hand Brand Distribution, Inc. a Florida corporation to Second
Party's attorney Xxxxxxx Xxxxxx, Esq., to be held in escrow pending the
execution and delivery of these separate Mutual General Releases.
5. All parties agree to supply and furnish additional documentations and
information to each other, the provision all of which shall not be unreasonably
withheld, again, time being of the essence.
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6. In the event of default, all parties shall bear their own attorney fees
and costs, and litigation may be instituted by any party exclusively in a court
of competent jurisdiction in Miami-Dade County, Florida. These instruments shall
be construed in favor of First Parties.
7. The respective signatories to this Resolution Agreement and to the
respective First Mutual General Release (Exhibit 1) and Second Mutual General
Release (Exhibit 2) represent and warrant that they are specifically authorized
and empowered to enter into all of these agreements and to bind their respective
parties with their signatures.
UNDERSTOOD AND AGREED TO August ____, 2004, effective nunc pro tunc to
October 1, 2003, by the undersigned who warrant and represent that they have
authority to sign and bind the respective parties:
-------------------------------
Xx. Xxxxxxx Xxxxxx, President
and CEO, GeneThera, Inc. (GTHA)
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Mr. Xxxx Xxxxxxx, Individually Mr. Xxxx Xxxxxxx,President and
CEO, Family Health News, Inc.
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FIRST MUTUAL GENERAL RELEASE
KNOW ALL MEN BY THESE PRESENTS That the undersigned, GeneThera, Inc., a
publicly traded Florida corporation, and including Hand Brand Distribution, Inc.
a Florida corporation, and GeneThera, Inc. f/k/a Hand Brand Distribution, Inc. a
Florida corporation, and GeneThera, Inc. a Colorado corporation hereinafter
referred to collectively as Second Party, for and in consideration of $10.00 and
other valuable consideration from Mr. Xxxx Xxxxxxx individually and Family
Health News, Inc., a Florida corporation, a/k/a "The Family Health News," a/k/a
"The Family News," a/k/a "The Family News, Inc." hereinafter First Parties, and
with other good and valuable consideration received from the First Parties, does
HEREBY remise, release, acquit, satisfy, and forever discharge the said
First Parties and their heirs, personal representatives, successors and assigns,
subsidiaries, affiliates, employees, officers, directors, shareholders and
agents, of and from all, and all manner of action and actions, cause and causes
of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies, claims, agreements,
promises, variances, trespasses, damages, judgments, executions, and demands
whatsoever, in law or in equity, which the Second Party ever had, now has, or
which any successor or assign of said Second Party ever had, now has, or which
any successor or assign of said Second Party, hereafter can, shall or may have,
against said First Parties and their heirs, personal representatives, successors
and assigns, subsidiaries, affiliates, employees, officers, directors,
shareholders, and agents as the case may be, for, upon or by reason of any
matter, cause or thing whatsoever, from the beginning of the world to the date
hereof.
IN WITNESS HEREOF, I have set my hand and seal August ____, 2004,
effective nunc pro tunc to October 1, 2003.
---------------------------------
Xx. Xxxxxxx Xxxxxx, President and
CEO GeneThera, Inc. (GTHA)
STATE OF COLORADO
COUNTY OF _______________
The foregoing instrument was acknowledged before me on August _____, 2004,
by Xx. Xxxxxxx Xxxxxx, as President an CEO of GeneThera, Inc. who did take an
oath, is personally known to me or has produced the following identification:
______________________________________________________________.
WITNESS my hand and official seal in the County and State last aforesaid
on August ____, 2004.
______________________
Colorado Notary Public
EXHIBIT 1
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SECOND MUTUAL GENERAL RELEASE
KNOW ALL MEN BY THESE PRESENTS That the undersigned, Mr. Xxxx Xxxxxxx
individually and Family Health News, Inc., a Florida corporation, a/k/a "The
Family Health News," a/k/a "The Family News," a/k/a "The Family News, Inc."
hereinafter First Parties, for and in consideration of $10.00 and other valuable
consideration from GeneThera, Inc., a publicly traded Florida corporation, and
including Hand Brand Distribution, Inc. a Florida corporation, and GeneThera,
Inc. f/k/a Hand Brand Distribution, Inc. a Florida corporation, and GeneThera,
Inc. a Colorado corporation referred to hereinafter collectively as Second
Party, and with other good and valuable consideration received from the Second
Party, does
HEREBY remise, release, acquit, satisfy, and forever discharge the said
Second Party and their heirs, personal representatives, successors and assigns,
subsidiaries, affiliates, employees, officers, directors, shareholders and
agents, of and from all, and all manner of action and actions, cause and causes
of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies, claims, agreements,
promises, variances, trespasses, damages, judgments, executions, and demands
whatsoever, in law or in equity, which the First Parties ever had, now has, or
which any successor or assign of said First Parties ever had, now has, or which
any successor or assign of said First Parties, hereafter can, shall or may have,
against said Second Party and their heirs, personal representatives, successors
and assigns, subsidiaries, affiliates, employees, officers, directors,
shareholders, and agents as the case may be, for, upon or by reason of any
matter, cause or thing whatsoever, from the beginning of the world to the date
hereof. IN WITNESS HEREOF, I have set my hand and seal August ____, 2004,
effective nunc pro tunc to October 1, 2003.
------------------------------ -----------------------------------
Mr. Xxxx Xxxxxxx, Individually Mr. Xxxx Xxxxxxx, President and CEO
Family Health News, Inc.
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me on August _____, 2004,
by Mr. Xxxx Xxxxxxx, as President an CEO of Family Health News, Inc. and Mr.
Xxxx Xxxxxxx Individually who did take an oath, is personally known to me or has
produced the following identification: _____________________________________.
WITNESS my hand and official seal in the County and State last aforesaid
on August ____, 2004.
---------------------------
Florida Notary Public
EXHIBIT 2
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