Exhibit 10.16
GENERAL MUTUAL RELEASE AND SETTLEMENT AGREEMENT
I. PARTIES
This General Mutual Release and Settlement Agreement ("Agreement") is
entered into on the dates set forth below next to the signatures below by and
between ENDLESS YOUTH PRODUCTS, INC., a Nevada Corporation ("ENDLESS YOUTH"),
and SUN TEN LABORATORIES, INC., a California corporation ("SUN TEN"), each
referred to individually as "Party" and jointly as "Parties".
II. RECITALS
2.1 ENDLESS YOUTH is the owner of nutritional supplement products
called "ENDLESS YOUTH AM" and "ENDLESS YOUTH PM" ("Products").
2.2 In or about 1997 ENDLESS YOUTH contracted wth SUN TEN for the
manufacture of certain packets of capsules of the Products.
2.3 In the spring of 1998, as a result of a contract wtih ENDLESS
YOUTH, VENDOR SERVICES, INC. contracted with SUN TEN for the production of
tablets of the Products, from which ENDLESS YOUTH expected to receive income.
2.4 In December 1997, XXXXXXX XXXX, an employee of SUN TEN, appeared,
without compensation from SUN TEN, for the purpose of appearing at a
production of a broadcast program made for the purpose of marketing the
Products.
2.5 Some of the tablets manufactured for VENDOR SERVICES, INC.,
specifically the ENDLESS YOUTH AM, disintegrated after a period of shelf
life. These Products could not be distributed, were quarantined and are held
by VENDOR SERVICES, INC.
2.6 ENDLESS YOUTH lost money as a result of this manufacturing process,
the exact
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amount of which is unknown.
2.7 ENDLESS YOUTH has brought to the attention of, and claimed damages
from SUN TEN of a problem regarding the contents shown on the label of the
Products.
2.8 ENDLESS YOUTH has brought to the attention of, and claimed damages
from SUN TEN, of a possible claim for damages as a result of claims regarding
the ingredients of the Products as set forth in the broadcast program for
marketing ("Infomercial") in which Xxxxxxx Xxxx appeared.
2.9 The parties desire to settle all of their claims arising from the
direct contractual relationship that SUN TEN had with ENDLESS YOUTH, or
claims of ENDLESS YOUTH which arise or are related to and through the
contract for manufacture of the Products for VENDOR SERVICES, INC.
NOW, THEREFORE, to settle all claims related to the contractual
relationship of SUN TEN LABORATORIES, INC. with ENDLESS YOUTH PRODUCTS, INC.,
or the financial claims or losses of ENDLESS YOUTH related to SUN TEN's
contract with VENDOR SERVICES, INC. for the manufacture of the Products, or
labeling or claims regarding ingredients of the Products, the parties agree
as follows.
III. RELEASE
3.1 GENERAL RELEASE. ENDLESS YOUTH and SUN TEN, for themselves and for
their respective successors, assigns, representatives, agents, attorneys,
employees, shareholders, directors and officers, and each of them, do hereby
absolutely, fully and forever, release, relieve, waive, relinquish and
discharge each other and their successors, assigns, representatives, agents,
attorneys,
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and each of them, of and from any and all manner of action or actions, cause
or causes of action, suits, debts, deficiencies, liabilities, demands,
obligations, costs, expenses, sums of money, controversies, damages, accounts,
reckonings and liens of every kind or nature whatsoever, whether known or
unknown, suspected or unsuspected, which relate to, or arise out of any
matter, fact or transaction which occurred at any time between these parties,
prior to the date of this Agreement, whether or not the right to xxx thereon
is accrued, known or suspected.
3.2 BAR OF ACTION. Upon execution by all parties to this Agreement,
this Agreement shall be effective as a full and final accord and satisfaction
and settlement of, and as a bar to each and every manner of action or
actions, cause or causes of action, suits, debts, deficiencies, liabilities,
demands, obligations, costs, expenses, sums of money, controversies, damages,
accounts, reckonings and liens of every kind or nature, which any party has
or has had against any other party to hereto. It is the specific intent of
the parties that this will fully and finally absolutely and forever settle
any and all claims, disputes and differences which do now exist or heretofore
have existed between the parties to this agreement related in any way to the
matters set forth in the Recitals listed above, and that these mutual
releases herein given shall be and will remain in effect for all time as full
and complete General Mutual Releases notwithstanding the discovery of any
additional facts which are related to those claims or potential claims set
forth in the Recitals above.
3.3 TERMS OF SETTLEMENT. SUN TEN shall pay to ENDLESS YOUTH the sum of
ONE HUNDRED THIRTY THOUSAND and 00/100 Dollars ($130,000.00) which shall be
due and payable immediately upon execution of this Agreement and shall be
paid by wire transfer to the account of ENDLESS YOUTH PRODUCTS, INC. as
instructed by XXXX XXXXXXX, its President, and delivered to XXXXXX X. XXXX,
attorney for SUN TEN.
3.4 COMPROMISE. The parties agree that this is a compromise
settlement. Neither SUN
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TEN nor its employees, agents, shareholders, directors or assigns, by means
of this Agreement, intend to make any specific admissions or representations
concerning their liability, or the amount of damages which may or may not
have been suffered by ENDLESS YOUTH.
3.5 CONFIDENTIALITY. It is understood and agreed by the parties to
this Agreement that the contents and existence of this Agreement shall be
considered confidential and shall not be discussed with or disclosed to any
third person or entity by either party, except with the prior written consent
and approval of the other party, or upon the order of a court of competent
jurisdiction. Violation of this provision compelling confidentiality shall
render the party disclosing the contents or existence of this Agreement
liable for consequential damages suffered by the other party on account of
such disclosure.
3.6 NATURE OF PAYMENT TO BE MADE. Payment to be made by SUN TEN is
agreed to represent a compromise and may be deemed by ENDLESS YOUTH as
licensing amounts which it would have received from third parties on or
before July 7, 1999.
IV. MISCELLANEOUS
4.1 INDEPENDENT INVESTIGATION. In entering into this Agreement, each
party hereto acknowledges that he/she has conducted his/her own independent
investigation, has consulted with legal counsel of his/her own choice, and
has not relied on any statement, representation, promise, inducement or
agreement not expressly contained within this Agreement.
4.2 ATTORNEYS' FEES. In the event that it becomes necessary for any
party to take any action to enforce the provisions of this Agreement, all
fees incurred with respect thereto, including reasonable attorneys' fees,
shall be recoverable by the prevailing party.
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DATED: July 7th, 1999 SUN TEN LABORATORIES, INC., a
------------------------------- California corporation
By: /s/ [Illegible]
---------------------------------
Its VP
DATED: July 7, 1999 ENDLESS YOUTH PRODUCTS, INC., a
------------------------------- Nevada corporation
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Its President
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