SETTLEMENT TERMINATION AGREEMENT
AGREEMENT made this 9 day of February, 2006 between XXXXXX X. XXXXXXX,
residing at 0000 Xxxx Xxxx Xxxxx Xxxx, Xxxxxxxxx, XX 00000 ("Xxxxxxx"),
GROWTH CAPITAL RESOURCES, LLC, a Pennsylvania limited liability company with
offices at 0000 Xxxx Xxxx Xxxxx Xxxx, Xxxxxxxxx, XX 00000 ("GCR") CRSI
GROUP, INC., a Florida corporation with offices at 000 Xxxxxxxx - 0xx Xxxxx,
Xxx Xxxx, XX 00000 ("CRSX") and CARE RECRUITMENT SOLUTIONS INTERNATIONAL,
INC., a Florida corporation with offices at 000 Xxxxxxxx - 0xx Xxxxx, Xxx
Xxxx, XX 00000 ("CRSI").
WHEREAS, CRSX owns all of the outstanding capital stock of CRSI, and
the two corporations are referred to herein collectively as the
"Corporations"; and
WHEREAS, Xxxxxxx has served as CEO of both CRSX and CRSI pursuant to
an Employment Agreement between Xxxxxxx and CRSI dated October 19, 2004 (the
"Employment Agreement"); and
WHEREAS, both Xxxxxxx and GCR have loaned money to CRSX and/or CRSI; and
WHEREAS, CRSI is in default in meeting its obligations to Xxxxxxx
under the Employment Agreement and both CRSX and CRSI are in default in
meeting their obligations to Xxxxxxx and GCR with respect to the funds
loaned to them, and the parties wish to make certain arrangements to resolve
all legal issues among them.
NOW, THEREFORE, it is agreed:
1. Releases from Liability.
x. Xxxxxxx hereby releases and discharges CRSI from liability for
unpaid compensation due under the Employment Agreement and all interest
accrued on such unpaid amounts. The parties agree that the amount of unpaid
compensation due to Xxxxxxx as of February 9, 2006 was $342,355.24.
x. Xxxxxxx hereby releases and discharges the Corporations from
liability for sums loaned to either of them by Xxxxxxx or for responsibility
to reimburse Xxxxxxx for expenses he incurred on behalf of either of the
Corporations. The parties agree that the aggregate debt owed by the
Corporations to Xxxxxxx on February 9, 2006 was $277,036.51.
c. GCR hereby releases and discharges the Corporations from
liability for sums loaned to either of them by GCR or for responsibility to
reimburse GCR for expenses it incurred on behalf of either of the
Corporations. The parties agree that the aggregate debt owed by the
Corporations to GCR on February 9, 2006 was $188,775.04
2. Assumption of Liability
a. Simultaneous with the execution of this Agreement, CRSI and
Xxxxxxx Xxxxx ("Xxxxx") will enter into an agreement terminating the
Employment Agreement between them dated April 10, 2005 (the "Xxxxx
Employment Agreement"). As of February 9, 2006, CRSI owes Xxxxx $123,919.00
for accrued compensation and unreimbursed expenses. Xxxxxxx hereby assumes
personal liability for all accrued obligations of CRSI to Xxxxx that arose
under the Xxxxx Employment Agreement or otherwise. Xxxxxxx will hold CSRI
and its parents and affiliates harmless from any claim by Xxxxx pursuant to
the Xxxxx Employment Agreement, and will reimburse CRSI for any cost or
expense it incurs by reason of any such claim.
a. Simultaneous with the execution of this Agreement, CRSI and
Yitzchak "Ytzik" Aranov ("Aranov") will enter into an agreement terminating
the Employment Agreement between them dated April 10, 2005 (the "Aranov
Employment Agreement"). As of February 9, 2006, CRSI owes Aranov $41,000.00
for accrued compensation and unreimbursed expenses. Xxxxxxx hereby assumes
personal liability for all accrued obligations of CRSI to Aranov that arose
under the Aranov Employment Agreement or otherwise. Xxxxxxx will hold CSRI
and its parents and affiliates harmless from any claim by Aranov pursuant to
the Aranov Employment Agreement, and will reimburse CRSI for any cost or
expense it incurs by reason of any such claim.
3. Surrender of Shares. Xxxxxxx hereby agrees that he will execute
the Recapitalization Agreement among several shareholders of CRSX, and will
surrender pursuant to its terms 6,456,912 shares of CRSX common stock in his
name, to be cancelled on the terms and conditions set forth in that
Recapitalization Agreement.
4. Termination of Employment Agreement; Future Services.
a. The Employment Agreement is hereby terminated, effective
immediately. Each party hereby releases and discharges the other from any
claim, liability or obligation arising under the Employment Agreement.
x. Xxxxxxx will continue to serve as the Chief Executive Officer of
the Corporations until he resigns or is terminated from those positions by
the appropriate Board of Directors. Xxxxxxx will also continue to serve as
a member of the Board of Directors of CRSX and CRSI until he resigns or
until his successor is elected and qualifies. Xxxxxxx shall not be entitled
to compensation for any of the aforesaid service. CRSX will, however,
reimburse Xxxxxxx for any out-of-pocket expenses that he incurs in
connection with the business of the Corporations.
c. Each of the Corporations agrees that, if Xxxxxxx should hereafter
become involved, as owner and/or employee, in the business of recruiting and
placing medical personnel internationally or domestically, or in any other
business of the sort carried on by CRSI prior to this date, that said
involvement will not constitute a violation of any duty of Xxxxxxx to CRSI
or CRSX, nor give rise to any legal or equitable claim by CRSI or CRSX
against Xxxxxxx.
5. Assignment of Assets.
a. CRSI or CRSX, as appropriate, hereby transfers and assigns to
Xxxxxxx all of its right, title and interest in the furniture and equipment
identified on Appendix A hereto (the "Assigned Assets"). Xxxxxxx may take
possession of the Assigned Assets, provided that he shall take no action
with respect to the offices of CRSI that would prevent it from carrying on
its business as constituted to this date. The Corporations shall take such
action as is necessary or useful to vest in Xxxxxxx title to and possession
of the Assigned Assets.
b. CRSI hereby grants to Xxxxxxx a license in perpetuum to use the
names "Care Recruitment Solutions International" and "World Nursing Corps"
(the "Trade Names") and any trademarks associated with the Trade Names (the
"Trademarks") in connection with any business. Xxxxxxx may assign the
license to any entity in which he owns five percent or more of the equity.
The license shall be exclusive except as to CRSI and its wholly-owned
subsidiaries, which may continue to carry on business using the Trade Names
and the Trademarks. CRSI shall not, however, permit any other person or
entity to use the Trade Names or the Trademarks. CRSI's right to use the
Trade Names and the Trademarks shall cease as to each Trade Name and any
associated Trademark if CRSI ceases to use the Trade Name as its corporate
name or that of a subsidiary.
c. CRSI hereby transfer and assigns to Xxxxxxx all of its right,
title and interest in the domain name "xxxxxxxxxxxxxxxxx.xxx" and the
Website that carries that URL. CRSI will take such action, or will cause
its subsidiary, World Nursing Corps, Inc., to take such action as will vest
in Xxxxxxx or his assignee full control over the administration of the
website and full title to the domain name.
IN WITNESS WHEREOF, the parties have made this Agreement as of the
date set forth in its first line.
GROWTH CAPITAL RESOURCES, LLC
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX Xxxxxx X. Xxxxxxx, Manager
CRSI GROUP, INC. CARE RECRUITMENT SOLUTIONS
INTERNATIONAL, INC.
By: /s/ Xxxxxxxx Xxxxxx By: /s/ Xxxxxxxx Xxxxxx
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Ytzik Aranov, Senior Vice President Ytzik Aranov, Senior Vice President
