EXHIBIT 10(Z)
CLOSING AGREEMENT
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This Closing Acquisition Agreement (the "Agreement") is made and entered into
this 23rd day of July, 2002, by and between QUIK PIX, INC., a Nevada Corporation
("QPI"), IMAGING TECHNOLOGIES CORPORATION, a Delaware corporation ("ITEC"), and
XXXX XXXXXXXXX, an adult individual ("Xx. Xxxxxxxxx") (each referred to herein
as a "Party" and together referred to as the "Parties"), and is based upon the
following Recitals:
R E C I T A L S
A. On June 12, 2002 the Parties entered into a Share Acquisition Agreement (the
"Acquisition Agreement").
B. As of the date of this Agreement, the transaction contemplated in the
Acquisition Agreement has not closed.
C. The Parties have decided to close the transaction contemplated in the
Acquisition Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises and covenants recited, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, agree as follows:
A G R E E M E N T
1. Consideration for Closing. In addition to the consideration provided in
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the Acquisition Agreement, ITEC hereby grants to QPI a license to ITEC's
ColorBlind software on the terms and conditions of the License Agreement
attached hereto and incorporated herein as Exhibit A.
2. Distribution Agreement. The distribution agreement referred to in
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Paragraph 4. Of the Acquisition Agreement is attached hereto and incorporated
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herein as Exhibit B. The Parties hereby waive any claim of breach based on the
failure to attach the distribution agreement to the Acquisition Agreement.
3. QPI Debentures. The affirmation of the releases referred to in Paragraph 5
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of the Acquisition Agreement, signed by the Debenture Holders (as defined in the
Acquisition Agreement), evidencing the release of the Debentures (as defined in
the Acquisition Agreement) will be provide to ITEC at the Closing. The Parties
hereby waive any claim of breach based on the failure to attach the written
affirmations to the Acquisition Agreement.
4. Attorneys Fees and Costs. The Parties agree that each will bear their own
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costs and attorneys' fees incurred in connection with the preparation, execution
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and delivery of this Agreement, and the performance of their respective
obligations contained herein, except as otherwise expressly stated in this
Agreement.
5. Waiver of Certain Representations and Warranties. The Parties hereby waive
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certain representations and warranties contained in the Acquisition Agreement,
as follows:
5.1 That QPI has filed all reports and other documents required to be filed by
the SEC, the NASD and any state securities administration, as stated in
Paragraph 11.6 of the Acquisition Agreement.
5.2 Waiver of Certain Conditions to Closing. The Parties hereby waive certain
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conditions to the Closing as follows:
6.1 That the transactions contemplated by the Acquisition Agreement be closed no
later than thirty (30) days from the date of the last signature on the
Acquisition Agreement, as stated in Paragraph 13.of the Acquisition Agreement.
6.2 That all of the trade debt of QPI and unpaid payroll other than due to Mr.
Capezutto will be reduced to an amount not to exceed Two hundred thousand
dollars ($200,000.00) and all other debt, including notes payable, debentures
and unpaid payroll due to Mr. Capezutto, with the exception of the tax
liabilities discussed below, will be eliminated through conversion to equity or
otherwise, as stated in Paragraph 13.4 of the Acquisition Agreement. However,
the Parties agree that the trade debt of QPI will be so reduced as soon as
possible after the Closing with existing resources of QPI, including a number of
shares of QPI common stock which will not cause the total issued and outstanding
QPI common stock to be no more that Thirty million (30,000,000) shares.
6.3 That the Federal and State of California income tax liabilities of QPI, as a
company and for the benefit of its past and current employees, currently in the
amount of approximately Six hundred thousand dollars ($600,000.00), will be
settled on terms that will include a payment plan of all net income of QPI up
Twenty-five thousand dollars ($25,000.00) per month, as stated in Paragraph 13.5
of the Acquisition Agreement. However, the Parties agree to use their best
efforts to reach such a settlement as soon as possible after the Closing; and
that ITEC will continue to assist QPI in achieving such a settlement. Further,
the Parties acknowledge that discussions with the Internal Revenue Service
regarding the settlement of these liabilities began within fifteen (15) days of
the date of the last signature to the Acquisition Agreement.
6.4 That QPI will have obtained the approval of the transactions contemplated by
this Agreement from its current shareholders, as stated in Paragraph 13.8 of the
Acquisition Agreement.
7. Termination of the Acquisition Agreement. Each Party hereby waives any right
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it may have to terminate the Acquisition Agreement for any reason as of the date
of the siging of this Agreement.
8. Successors. This Agreement is binding upon and shall inure to the benefit of
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the Parties and each Party's respective successors, assigns, heirs, spouses,
agents and personal representatives, enforceable against each of them in
accordance with its terms.
9 Assignment. This Agreement may not be assigned in whole or in part, by either
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Party, whether by operation of law or by contract, without the prior, written
consent of the other Party, which consent may be given or withheld in the sole
and exclusive discretion of such other Party.
10. Entire Agreement. This Agreement contains the sole and entire agreement and
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understanding of the Parties with respect to the entire subject matter, and any
and all prior discussions, negotiations, commitments and understandings related
hereto are merged herein. No representations, oral or otherwise, express or
implied other than those contained in this Agreement have been made by any
Party. No other agreements not specifically referred to herein, oral or
otherwise, shall be deemed to exist or to bind any of the Parties to this
Agreement.
11. Provisions Severable. The Parties expressly agree and contract that it is
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not the intention of any of them to violate any public policy, statutory or
common laws, rules, regulations, treaties or decisions of any government or
agency thereof. If any section, sentence, clause, word or combination thereof
in this Agreement is judicially or administratively interpreted or construed as
being in violation of any such provisions of any jurisdiction, such sections,
sentences, words, clauses or combinations thereof shall be inoperative in each
such jurisdiction and the remainder of this Agreement shall remain binding upon
the Parties in each such jurisdiction.
12. Waiver, Modification and Amendment. All waivers hereunder must be made in a
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signed writing, and failure by either Party at any time to require the other
Party's performance of any obligation under this Agreement shall not affect the
right subsequently to require performance of that obligation. Any waiver of a
breach or violation of any provision of this Agreement shall not be construed as
a waiver of any continuing or succeeding breach of such provision or a waiver or
modification of the provision. This Agreement may be modified or amended only
by a later writing signed by all of the Parties.
13. Governing Law; Venue. This Agreement shall be governed by and construed in
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accordance with the internal laws of the State of California applicable to the
performance and enforcement of contracts made within such state, without giving
effect to the law of conflicts of laws applied thereby. In the event that any
dispute shall occur between the parties arising out of or resulting from the
construction, interpretation, enforcement or any other aspect of this Agreement,
the parties hereby agree to accept the exclusive jurisdiction of the Courts of
the State of California sitting in and for the County of San Diego. In the
event either Party shall be forced to bring any legal action to protect or
defend its rights under the Agreement, then the prevailing Party in such
proceeding shall be entitled to reimbursement from the non-prevailing Party of
all fees, costs and other expenses (including, without limitation, the
reasonable expenses of its attorneys) in bringing or defending against such
action.
14. Titles and Captions. Paragraph titles and captions contained in this
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Agreement are inserted only as a matter of convenience and for reference and in
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no way define, limit, extend or describe the scope of this Agreement or the
intent of any provision.
15. Counterpart Signature Pages. This Agreement may be executed by the Parties
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through counterpart signature pages (and not as part of one document bearing all
signatures consecutively), all of which, when together, shall constitute
satisfaction of the signature requirements. Facsimile signature pages shall
also be acceptable.
16. Authority. The undersigned individuals and/or entities execute this
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Agreement on behalf of their respective parties, and represent and warrant that
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said individual and/or entities are authorized to enter into and execute this
Agreement on behalf of such Parties, that the appropriate corporate resolutions
or other consents have been passed and/or obtained (if necessary), and that this
Agreement shall be binding on the Party on whose benefit they are executing this
Agreement.
17. Notices. All notices, requests, demands and other communications to be
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given hereunder shall be in writing and shall be deemed to have been duly given
on the date of personal service or transmission by fax if such transmission is
received during the normal business hours of the addressee, or on the first
business day after sending the same by overnight courier service or by telegram,
or on the third business day after mailing the same by first class mail, or on
the day of receipt if sent by certified or registered mail, addressed as set
forth below, or at such other address as any Party may hereafter indicate by
notice delivered as set forth in this Section 24:
If to QPI:
Quick Pix, Inc.
0000 Xxxxxxx Xxxxx, Xxxxx X
Xxxxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxx Xxxxxxxxx, CEO
If to ITEC:
Imaging Technologies Corporation
00000 Xxxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
Attn: Xxxxx Xxxxx, CEO and President
If to Xx. Xxxxxxxxx:
Xx. Xxxx Xxxxxxxxx
0000 Xxxxxxx Xxxxx, Xxxxx X
Xxxxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
IN WITNESS WHEREOF, the parties hereto have set forth their hand as of the date
and year first above written.
IMAGING TECHNOLOGIES CORPORATION
By: Xxxxxx X. Xxxxxxx
Xx. Vice President, General Counsel
Dated: July 23, 2002
QUIK PIX, INC.
By: Xxxx Xxxxxxxxx, CEO
Dated: July 23, 2002
XXXX XXXXXXXXX
Xxxx Xxxxxxxxx
Dated: July 23, 2002
