EXHIBIT 10.66
COMPROMISE AND SETTLEMENT AGREEMENT
This Agreement is entered into between DeVo Media, Inc. ("DeVo"), and Flex
Marketing, Inc., National Boston Medical, Inc., Xxxxxx Xxxxxxx and Xxxxx X.
Xxxxx, collectively referred to as ("Flex"):
Whereas, Devo asserts claims against Flex alleging breach of Strategic
Alliance Agreement entered into on July 10, 1997 as well as a claim for
fraudulent inducement. Based on these claims, a civil complaint has been filed
in the Mahoning County Court of Common Please entitled DeVo Media, Inc. v. flex
Marketing, Inc., et. al. (Case No. 99 CV 832).
All parties to this agreement wish to reach full and final settlement of
all matters and all causes of action arising out of the facts and claim as set
forth above.
The parties to this agreement, in consideration of the mutual covenants and
agreements to be performed, as set forth below, agree as follows:
1. Flex agrees to pay DeVo the sum of Sixty Five Thousand Dollars
($65,000.00), in consideration of which DeVo agrees that all matters
arising out of the claim as set forth above (including the
above-described suit which is based on that claim) will be, and are,
finally compromised and settled.
2. The payments from Flex to DeVo will be made as follows:
November 15, 1999 - $32,500.00
December 20, 1999 - $32,500.00
3. All payments are to be made by certified check, money order, or by
check from the Xxxxxx & Xxxxxx IOLTA Account, payable to "DeVo Media,
Inc. and its Attorney, Xxxxxxx X. Xxxxxxxx"
4. All payments are due on the dates described in item 2 above and are to
be delivered to the office of Attorney Xxxxxxx X. Xxxxxxxx, 000
Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxx 00000.
5. Upon receipt of the sum of Sixty Five Thousand Dollars ($65,000.00)
and final execution of this Agreement, DeVo agrees to file a
dismissal, with prejudice, in the action described above.
6. DeVo, for and on behalf of itself, any agents, heirs, executors,
administrators and assigns, hereby agrees to release and forever
discharge Flex and all of its successors and assigns, and all of its
and their respective agents, directors, officers, partners, employees,
representatives, insurers, attorneys, and joint ventures, and each of
them, from any and all claims, whether or not known to itself now,
which are based upon acts or events that occurred on or before the
date on which this Release becomes
effective, including any and all claims arising under any state or
federal statute or common law.
7. DeVo also warrants and promises that no person other than itself is
entitled to assert any claims of any kind against Flex on its behalf,
and agrees to indemnify and hold harmless Flex against any such claims
that may be asserted by any other person..
8. This Agreement is not an admission by Flex that it has violated any
common law, or any federal, state or local statute, or acted
wrongfully in any way.
9. This Agreement is conditioned upon all payments, as described in item
2 above, being made in a timely manner.
All parties have read this Agreement and understand all of its terms. All
parties have the option to allow an attorney to review this Agreement. All
parties execute Agreement with full knowledge of its significance.
Flex Marketing, Inc. DeVo Media, Inc.
By: /s/ Xxxxxx Xxxxxxx By: Xxxxxx Xxxxx
-------------------------- -----------------------
Date:10-27-99 Date: 10/22/99
National Boston Medical, Inc. Xxxxxx Xxxxxxx
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxxxx
------------------------- ------------------------
Date: Date: 10-27-99
Xxxxx X. Xxxxx
By: /s/ Xxxxx X. Xxxxx
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Date: 10/28/99
