SETTLEMENT AGREEMENT
Dated:
December 9, 2005
By
and
between:
The
Xxxx
Law Group, PLLC (“Xxxx Law”)
000
Xxxxx
Xxxxxx
Xxxxx
0000
Xxxxxxx,
XX 00000
-and-
SinoFresh
HealthCare, Inc. (“SinoFresh”)
000
Xxxx
Xxxxxx Xxxxx
Xxxxxxxxx,
XX 00000
(referred
to herein collectively as the “Parties”)
WHEREAS,
Xxxx Law has previously provided certain bona fide legal services to
SinoFresh;
WHEREAS,
payment and or other obligations by SinoFresh in exchange for such services
have
not yet been satisfied;
WHEREAS,
the remaining balance owed to Xxxx Law is $100,000.00;
WHEREAS,
it is the desire of both parties to resolve all obligations to each
other;
NOW
THEREFORE, for consideration the receipt and sufficiency of which is hereby
acknowledged, the Parties agree to the following terms of this Settlement
Agreement (the “Agreement”):
1. Form
of Payment. SinoFresh
will satisfy the remaining amount due to Xxxx Law through a payment of $100,000.
The form of payment will be made at the discretion of SinoFresh and will be
limited to a combination of cash and/or the issuance of the equivalent cash
value in shares of free trading, unrestricted common stock to Xxxxx Xxxx
registered pursuant to Form S-8.
1.1 Payment
will be made in 10 equal monthly installments beginning on January 1, 2006
and
shall be made no later than the first day of each calendar month thereafter
pursuant to Schedule
A,
attached
hereto. If paid in stock, the shares of common stock will be issued pursuant
to
Form S-8.
1.2 If
payment is made in the form of stock, the number of shares issued will represent
the number of shares equating to $10,000.00 (1/10th
of
$100,000) divided by the closing market price on the date of
issuance.
1.3 SinoFresh
will be responsible for the costs and fees associated with the filing of Form
S-8 and delivering the shares of common stock to Xxxx Law.
2. Release
of Obligations. Xxxx
Law
agrees to accept the $100,000.00 payment arrangement from SinoFresh and
acknowledges that upon payment of cash and/or issuance of all necessary shares
required to retire the agreed upon balance, the SinoFresh account is paid in
full and no other obligations are due and owing.
3. Engagement
of Xxxx Law. Both
parties acknowledge that Xxxx Law is not engaged at this time to provide any
future services to SinoFresh and that future services may be rendered pursuant
to a new formal engagement agreement.
4. No
Third Party Beneficiaries.
This
Agreement shall not confer any rights or remedies upon any person or entity
other than the parties and their respective successors and assigns.
5. Successors
and Assigns.
No
party may assign either this Agreement or any of its rights, interests, or
obligations under this Agreement without the prior written consent of all other
parties. Subject to the foregoing, this Agreement shall be binding upon and
inure to the benefit of the parties and their respective permitted successors
and assigns.
6. Notices.
All
notices, requests, demands, claims, consents and other communications required
or permitted under this Agreement shall be in writing. Any notice, request,
demand, claim, communication or consent under this Agreement shall be deemed
duly given if (and shall be effective two business days after) it is sent by
certified mail, return receipt requested, postage prepaid, and addressed to
the
intended recipient as set forth below:
|
If
to Xxxx Law:
|
The
Xxxx Law Group
000
Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attention: Xxxxx
X. Xxxx
|
|
If
to SinoFresh:
|
SinoFresh
HealthCare, Inc.
000
Xxxx Xxxxxx Xxxxx
Xxxxxxxxx,
XX 00000
Attention:
Xxxxxxx Xxxx
|
7. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the domestic
laws of the State of Washington without giving effect to any choice or conflict
of law provision or rule (whether of the State of Washington or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Washington. Additionally, both parties agree that venue
shall lie in U.S. District Court for the Western District of Washington at
Seattle and further that both parties submit to jurisdiction in the State of
Washington.
8. Amendments
and Waivers.
This
Agreement may be amended or waived only in writing signed by the party against
which enforcement of the amendment or waiver is sought.
9. Severability.
Any
term or provision of this Agreement that is found to be invalid or unenforceable
in any situation in any jurisdiction shall not affect the validity or
enforceability of its remaining terms and provisions or the validity or
enforceability of the offending term or provision in any other situation or
in
any other jurisdiction.
10. Headings.
The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.
11. Construction.
The
parties have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this Agreement.
Any reference to any federal, state, local, or foreign statute or law shall
be
deemed also to refer to all rules and regulations promulgated thereunder, unless
the context requires otherwise. The word "including" shall mean including
without limitation.
12. Incorporation
of Schedules.
The
Schedules referred to in and/or attached to this Agreement are incorporated
in
this Agreement by this reference.
13. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original but all of which together will constitute one and the same
document. This Agreement may be executed by facsimile.
14. Entire
Agreement.
This
Agreement (including the Schedules referred to in and/or attached to this
Agreement) constitutes the entire agreement among the parties and supersedes
any
prior understandings, agreements, or representations by or among the parties,
written or oral to the extent they relate in any way to the subject matter
of
this Agreement.
[NEXT
PAGE IS A SIGNATURE PAGE]
I
agree
to the above settlement and represent that I have the authority to execute
this
agreement:
Xxxx
Law
Group, PLLC SinoFresh
HealthCare, Inc.
By:
________________________ By:
________________________
Name:
______________________ Name:
______________________
Title:
_______________________ Title:
_______________________
Date:________________________ Date:________________________
SCHEDULE
A
Payment
Schedule
|
Date
|
Amount
Due
|
|
January
1, 2006
|
$10,000.00
|
|
February
1, 2006
|
$10,000.00
|
|
March
1, 2006
|
$10,000.00
|
|
April
1, 2006
|
$10,000.00
|
|
May
1, 2006
|
$10,000.00
|
|
June
1, 2006
|
$10,000.00
|
|
July
1, 2006
|
$10,000.00
|
|
August
1, 2006
|
$10,000.00
|
|
September
1, 2006
|
$10,000.00
|
|
October
1, 2006
|
$10,000.00
|
