Exhibit A
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is made as of 23rd day
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of September, 2004, by and between ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., a
Florida corporation ("Entech") and XXXXXX X. XXXXXXXX, ESQ. ("Xxxxxxxx").
WHEREAS, Xxxxxxxx has provided certain legal services to Entech; and
WHEREAS, the parties to this Agreement desire to settle all amounts owed by
Entech to Xxxxxxxx in connection with legal services provided by Xxxxxxxx to
Entech up to and through August 30, 2004;
NOW, THEREFORE, in satisfaction of any and all disputes and claims owing up
to and through August 30, 2004, and in consideration of the release contained
herein, the parties hereto agree as follows:
1. Payment. Entech will pay $12,000 in cash and issue 225,000 shares
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of the Entech common stock to Xxxxxxxx for services performed by him to Entech
up to and through August 30, 2004. The shares to be issued to Xxxxxxxx will be
issued pursuant to a registration statement on Form S-8, as soon as Entech is
current in all of its reporting obligations under the Securities Exchange Act of
1934, as amended.
2. Release. In consideration of the payment of the cash and the
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issuance of the shares as set forth in Paragraph 1 of this Agreement, Xxxxxxxx,
for himself and his heirs, executors and administrators, will be deemed to have
reraised, released and forever discharged, and by these presents does, for
himself and his heirs, executors and administrators, remise, release, and
forever discharge Entech and its successors and assigns, of and from all manner
of action and actions, causes of action, suits, debts and dues, claims and
demands whatsoever, in law or in equity, which against Entech, Xxxxxxxx ever
had, now has, or which his successors, heirs, executors or administrators,
hereafter can, shall or may have, for, upon or by reason of the legal services
rendered by Xxxxxxxx up to and through August 30, 2004.
3. Glast, Xxxxxxxx & Xxxxxx. This Agreement shall be binding on Glast,
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Xxxxxxxx & Xxxxxx, and Xxxxxxxx by the execution hereof acknowledges that Glast,
Xxxxxxxx & Xxxxxx has no interest in the fees and expenses charged by Xxxxxxxx
to Entech.
4. Governing Law. This Agreement shall be governed by and interpreted
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in accordance with the laws of the State of California.
5. Entire Agreement. This Agreement sets forth the entire agreement
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between the parties with regard to the subject matter hereof. No other
agreements, covenants, representations or warranties, expressed or implied, oral
or written, have been made by either party to the other with respect to the
subject matter of this Agreement. All prior and contemporaneous conversations,
negotiations, possible and alleged-agreements and representations, covenants and
warranties with respect to the subject matter hereof are waived, merged herein
and superseded hereby.
6. Modification and Revocation. This Agreement may not be modified or
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revoked except by a written instrument executed by all parties to this
Agreement.
7. Signatories. All signatories to this Agreement represent that they
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are duly authorized and have full power to enter into this Agreement.
8. Additional Acts. All parties shall execute and deliver all
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documents and perform all further acts that may be reasonably necessary and
useful to effectuate the purposes and provisions of this Agreement.
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9. Multiple Counterparts. This Agreement may be executed in one or
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more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. A facsimile transmission
of this signed Agreement shall be legal and binding on all parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the date first appearing above.
ENTECH ENVIRONMENTAL
TECHNOLOGIES, INC.
By: /s/ Xxxx Xxxxxxxx
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Title: President
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/s/ Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXXXXXX
