EXHIBIT 10.11
AGREEMENT dated August 20, 2001, by and between MEDICAL RESOURCES
MANAGEMENT, INC. ("MRM"), EMERGENT GROUP, INC. ("Emergent"), TAHOE XXXXXX
MANAGEMENT CONSULTING ("Tahoe") and XXXXX XXXXXXXXXX ("Xxxxxxxxxx").
WHEREAS, Tahoe and MRM are parties to a consulting agreement dated January
10, 2000 (the "January 10 Agreement"); and
WHEREAS, on or about July 6, 2001, MRM merged with a subsidiary of Emergent
(the "Merger") pursuant to an agreement whereby each shareholder of MRM received
..37 shares of Emergent common stock; and
WHEREAS, it is the desire of the parties to enter into a new agreement in
light of the Merger, and to terminate all future obligations pursuant to the
January 10 Agreement as of the date hereof.
The parties hereby agree as follows:
1. Except as expressly provided herein, the January 10 Agreement is hereby
terminated and none of the parties thereto shall have any rights or obligations
thereunder from this day onward.
2. Commencing on September 1, 2001 and ending on January 9, 2003, MRM
agrees to pay Tahoe $6,000 per month.
3. Emergent agrees to grant Tahoe options to purchase 150,000 shares of Emergent
common stock at a price of $0.20 per share. Such options shall be exercisable
beginning on January 9, 2003 and all unexercised options shall expire on July
31, 2004.
4. MRM shall be entitled to terminate the monthly payments pursuant to
paragraph 2 above prior to January 9, 2003, under the circumstances set forth in
Section 1.3.3 and Section 1.3.4 of the January 10 Agreement, or upon
Xxxxxxxxxx'x death.
5. Except as otherwise provided in this Agreement, all notices, requests,
demands, and other communications under this Agreement shall be given in writing
and shall be served either personally, by facsimile or delivered by first class
mail, registered or certified, postage prepaid, and properly addressed as
follows:
If to MRM or Emergent:
Medical Resources Management, Inc.
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx Xxxxxxx
with a copy to:
Xxxxxx, Xxxxxxxx & Xxxx, P.C.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxx, Esq.
If to Xxxxxxxxxx or Tahoe Xxxxxx Management Consulting:
Notices shall be deemed received at the earliest of actual receipt,
confirmed facsimile or three (3) days following mailing.
6. This Agreement constitutes the entire agreement among the parties
hereto pertaining to the subject matter contained herein and supercedes all
prior agreements, representations, and understandings of the parties, whether
oral or written, regarding the subject matter of this agreement. In addition,
Xxxxxxxxxx and Tahoe acknowledge that MRM, Emergent, Xxxxxx Xxx and Xxxx Xxxxxxx
have not made any representations or promises to them and that they have not
relied on any representations or promises other than those set forth in this
agreement. Specifically, Tahoe and Xxxxxxxxxx disclaim the existence of, and any
reliance by them upon, any representations regarding any compensation by or
equity interest in any entity in which Xxxxxx Xxx or Xxxx Xxxxxxx are
principals, or in which they may become principals in the future, except as may
be set forth expressly in this agreement.
7. This Agreement may not be amended, supplemented, canceled, or
discharged except by written instrument executed by the parties hereto.
8. All waivers hereunder shall be in writing. No waiver by any party
hereto of any breach or anticipated breach of any provision of this Agreement by
any other party shall be deemed a waiver of any other contemporaneous,
preceding, or succeeding breach or anticipated breach, whether or not similar,
on the part of the same or any other party.
9. In the event that any provision of this Agreement shall be
unenforceable or inoperative as a matter of law, the remaining portions or
provisions shall remain in full force and effect.
10. This Agreement may be executed in two (2) or more counterparts,
each of which shall be deemed an original, but all such counterparts together
shall constitute one and the same Agreement.
11. Except where otherwise indicated, this Agreement shall be construed
and enforced in accordance with the laws of the State of New York, without
regard to its conflict of law provisions.
MEDICAL RESOURCES MANAGEMENT, INC.
By /s/ Xxxx X. Xxxxxxx
EMERGENT GROUP, INC.
By /s/ Xxxx X. Xxxxxxx
TAHOE XXXXXX MANAGEMENT CONSULTING
By /s/ Xxxxx Xxxxxxxxxx
/s/ Xxxxx Xxxxxxxxxx
Xxxxx Xxxxxxxxxx
SETTLEMENT AND GENERAL RELEASE
THIS SETTLEMENT AND GENERAL RELEASE ("Release") is made as of December _,
2002 by and between XXXXX XXXXXXXXXX and TAHOE XXXXXX MANAGEMENT CONSULTING
(collectively "XXXXXXXXXX") and EMERGENT GROUP INC., MEDICAL RESOURCES
MANAGEMENT, INC. and PHYSIOLOGIC REPS (collectively the "COMPANY") with
reference to the following:
RECITALS
X. XXXXXXXXXX and COMPANY, are parties to a certain Agreement dated August 20,
2001 (the "August Agreement"), which in turn replaced the agreement dated
January 10, 2000 (the "January Agreement");
B. Certain disputes have arisen concerning the August Agreement;
C. In order to resolve all claims involving the August Agreement between
XXXXXXXXXX and COMPANY the parties hereto have entered into this Release in
order to resolve their respective disputes and in order to avoid the costs and
uncertainties associated with litigation.
RELEASE
Now, therefore, the Parties agree as follows:
1. The provisions and recitals above are hereby incorporated by
reference and made a part of this Release Agreement.
2. Subject to and conditioned upon COMPANY's: 1) payment of a total of
$35,000, which shall be payable i) $10,000 on or before December 18, 2002; ii)
$12,500 on or before March 31, 2003; and iii) $12,500 on or before June 30,
2003; AND 2) the issuing of 150,000 options to purchase Emergent Group Inc.
common stock at an exercise price of $0.01, which shall expire December 12, 2012
and for other valuable consideration, receipt of which is hereby acknowledged,
XXXXXXXXXX on behalf of its officers, directors, attorneys, accountants,
successors, assigns and partners, releases and forever discharges COMPANY and
its affiliated companies, respective subsidiaries, successors-in-interest,
transferees, assigns, officers, directors, employees, managers, attorneys,
accountants, agents, and servants, and each of them, in all capacities,
including individually from any and all actions, liabilities, liens, debts,
damages, claims, suits, judgments, executions and demands of every kind, nature
and description relating in any way to the August Agreement and January
Agreement or any other claim asserted by XXXXXXXXXX against COMPANY, including,
but not limited to, tort claims, contract claims and claims based on common
counts.
3. XXXXXXXXXX hereto acknowledges that it is familiar with Section 1542
of the Civil Code of the State of California that provides 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 KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
XXXXXXXXXX waives and relinquishes any right or benefit which it has or may have
under section 1542 of the Civil Code of the State of California or any similar
provision of the statutory or non-statutory law of any other jurisdiction except
for the exception set forth in the first sentence of paragraph 2 above. In
connection with such waiver and relinquishment, XXXXXXXXXX acknowledges that it
is aware that it or its attorneys or agents may hereafter discover facts in
addition to or different from those which it now knows or believes to exist with
respect to the subject matter of this Release or any other party hereto, but
that it is XXXXXXXXXX'X intention hereby to fully, finally and forever settle
and release all of the claims, disputes and differences, known or unknown,
suspected or unsuspected which now exist or may exist hereafter between or among
the parties except for the exception set forth in the first sentence of
paragraph 2 above. This Release shall be and remain in effect as a full and
complete release notwithstanding the discovery or existence of any such
additional or different facts.
4. XXXXXXXXXX warrants and represents to the COMPANY that it is the
sole and lawful owner of all right, title and interest in and to all of the
claims released hereby and that it has not heretofore voluntarily or
involuntarily, by operation of law or otherwise, assigned or transferred or
purported to assign or transfer to any person any such claim or any portion
thereof.
5. XXXXXXXXXX hereto agrees not to xxx the COMPANY or in any way assist
any other person or entity in suing the COMPANY with respect to any claim
released hereunder. This Release may be pleaded as a full and complete defense
to, and may be used as the basis for an injunction against any action, suit, or
other proceeding that may be instituted, prosecuted, or attempted in breach of
the release contained herein except for the exception set forth in paragraph 2
above.
6. Nothing contained herein shall be construed as an admission by
anyone of any liability of any kind.
7. Each party hereto acknowledges to the other that it has been
represented by independent legal counsel of its own choice throughout all the
negotiations which proceeded the execution of this Release and that it has
executed this Release after receiving the advice of such independent legal
counsel, and without reliance upon any promise or representation of any person
or persons acting for or on behalf of the other party except as expressly set
forth in this Release. Each party further acknowledges that it or its counsel
have had adequate opportunity to make whatever investigation or inquiry they may
deem necessary or desirable in connection with the subject matter of this
Release prior to the execution of this Release. Counsel for all parties have
read and approved the language of this Release.
8. This Release shall be governed by and interpreted according to the
laws of the State of California.
9. The language of this Release shall be construed as a whole according
to its fair meaning and not strictly for or against any of the parties.
10. This Release may be executed in counterparts which, taken together,
shall constitute one and the same agreement and shall be effective as of the
date first written above.
11. This Release constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior negotiations
and agreements, written or oral. This Release may not be altered or amended
except by an instrument in writing executed by all the parties hereto.
12. If either party hereto institutes a judicial or arbitration
proceeding against the other party hereto in connection with any dispute or
matter arising under this Release or found to be released hereby, the prevailing
parties shall be entitled to recover any of its attorneys fees, accounting costs
and other costs reasonably related to litigation or arbitration, in such amount
as may be determined in the sole discretion in the court or arbitrator(s) having
jurisdiction over such action.
13. The undersigned hereby certify that they have read this entire
Release and fully understand it.
TAHOE XXXXXX MANAGEMENT CONSULTING
BY:/ X. Xxxxxx, Trustee
DATE: 12/13/02
/s/ Xxxxx Xxxxxxxxxx
DATE: 12/13/02
EMERGENT GROUP INC.,
MEDICAL RESOURCES MANAGEMENT, INC.,
PHYSIOLOGIC REPS ("COMPANY")
BY: /s/ Xxxx X. Xxxxxxx
DATE: 12/16/02
