"EXHIBIT 10.16"
SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS
This Settlement Agreement and Release of All Claims is made on December 29,
1997 by and between JACOB X.X. XXXXX ("Xxxxx") on the one hand and NUMEX
CORPORATION, a corporation, XXXX X. XXXXXXXX and XXXX X. XXXXXXXX (collectively
"Numex"), on the other hand, with reference to the following facts:
A. Disputes and differences have arisen between Xxxxx and Numex regarding
monies lent by Xxxxx to Numex and the execution by Numex of that certain
Promissory Note dated December 31, 1994 ("the Note");
B. Said disputes and differences are reflected in the action entitled,
"Jacob X.X. Xxxxx, etc., plaintiff, vs. Numex Corporation, etc., et al.,
defendants," Los Angeles Superior Court Case No. BC 172 944 ("said action"); and
C. The parties hereto have agreed to settle and compromise all of the
claims, disputes and differences between them, including, without limitation,
those alleged in said action, and to dismiss, with prejudice, said action. NOW,
THEREFORE, in consideration of the covenants, conditions and releases
hereinafter set forth, the parties hereto agree as follows:
1. Upon the execution of this Settlement Agreement and Release of All
Claims, Numex shall pay to Xxxxx by check issued from the client trust account
of Xxxxxxx, Xxxxxxxx, Mann, Greene, Chizever & Xxxxxxxx, counsel for Numex,
the sum of $184,000.00, receipt of which is hereby acknowledged, Xxxxx shall
deliver to Numex the original of the Note, and Xxxxx shall dismiss, with
prejudice, said Action.
2. Xxxxx will take all steps and actions reasonably necessary to
arrange for and see to the return to Numex of any monies attached as a result
of the writ of attachment issued and served in said action, including, but not
limited to, providing to the appropriate enforcement agencies written
instructions to return any such funds to Numex.
3. Except as expressly set forth herein, each of the parties hereto
hereby releases the other parties hereto from any and all sums of money,
accounts, actions, suits, proceedings, claims, damages and demands of
whatsoever kind or nature which either of them at any time had or has up to the
date hereof against the other of them for or by reason of or in respect
of any act, cause, matter, or things.
4. The parties hereto represent and warrant that they have not
heretofore assigned, transferred, purported to assign or transfer to any
person, firm or corporation any matter herein released by them.
5. With respect to the release as contained herein, it is acknowledged
by the parties hereto, and each of them, that they have been informed of the
provisions of Section 1542 of the Civil Code of the State of California, and
do hereby expressly waive and relinquish all rights and benefits which they
have or may have under said Section, which 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 known by him must
have materially affected his settlement with the debtor."
6. Execution of this Settlement Agreement and Release of All Claims shall
not be construed to be an admission of liability and/or wrongdoing by any party
hereto.
7. The parties hereto affirmatively represent that they have read this
Settlement Agreement and Release of All Claims and understand the terms used
herein and the consequences thereof.
8. This Settlement Agreement and Release of All Claims has been negotiated
between the parties hereto and has been prepared in accordance with their joint
instructions. To the extent that there is any uncertainty or ambiguity herein,
neither party hereto shall be deemed to have caused it within the meaning of
Section 1654 of the California Civil Code.
9. The terms and conditions of this Settlement Agreement and Release of All
Claims, including all of the provisions hereof and the sum provided for herein
to be paid, are, shall be and shall remain strictly confidential, are not to be
disclosed to anyone (other than members of the immediate families of, and the
accountants for, the parties hereto, their attorneys, and/or governmental
agencies), and no party hereto, including his attorneys, representatives and
agents, shall make any statement or representation whatsoever relating thereto
to any other person or entity except pursuant to an order of a court of
competent jurisdiction.
10. This Settlement Agreement and Release of All Claims shall be construed
under and be deemed governed by the laws of the State of California.
11. This Settlement Agreement and Release of All Claims shall inure to the
benefit of and be binding upon the heirs, successors, administrators, executors
and assigns of the parties hereto.
12. This Settlement Agreement and Release of All Claims constitutes the
entire agreement between the parties hereto and supersedes all oral or written
agreements made and entered into between said parties prior to the date hereof.
13. In the event an action is instituted by either of the parties hereto,
which action arises out of or pertains to this Settlement Agreement and Release
of All Claims, the prevailing party shall be entitled to recover a reasonable
sum or sums as and for attorneys' fees for prosecuting or defending such action.
IN WITNESS WHEREOF, the parties hereto have executed this Settlement
Agreement and Release of All Claims on the date first above written.
"XXXXX" /s/ JACOB M. M. XXXXX
Xxxxx X.X. Xxxxx
"NUMEX" Numex Corporation, a corporation
By: /s/ XXXX X. XXXXXXXX
Xxxx X. Xxxxxxxx
/s/ XXXX X. XXXXXXXX
Xxxx X. Xxxxxxxx
/s/ XXXX X. XXXXXXXX
Xxxx X. Xxxxxxxx
APPROVED AS TO FORM AND CONTENT:
Law Offices of Xxxxxx X. Xxxxx
By: /s/ XXXXXX X. XXXXX
Xxxxxx X. Xxxxx
Attorneys for Xxxxx
Xxxxxxx, Xxxxxxxx, Mann, Greene,
Chizever & Xxxxxxxx
By: /s/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx
Attorneys for Numex
