EXHIBIT 10.4
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TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT dated as of May 18, 1999 (the "Agreement") is
entered into by and between Saf T Lok Incorporated, a Florida corporation
("STL") and Empire Consulting Ltd., Inc. a New York corporation ("Empire").
WHEREAS, STL and United Safety Action Incorporated ("United") entered into
a Non-Exclusive Distribution and Pricing Agreement dated as of February 11, 1998
(the "Distribution Agreement") to provide for the distribution by United of
certain gun-locking devices manufactured by STL, subject to the terms set forth
therein; and
WHEREAS, STL entered into an agreement (the "Consulting Agreement") with
Empire on February 11, 1998 to compensate Empire for procuring the Distribution
Agreement, and for orders of gun locks placed with STL, pursuant to which STL
agreed to pay Empire a 15% commission of the gross dollar amount of gun-lock
orders placed by Empire and an additional 15% of the amount paid to STL upon the
exercise of the ADA Warrants; and
WHEREAS, STL and Empire desire to terminate the Consulting Agreement in the
manner and pursuant to the provisions set forth herein.
NOW THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, STL and Empire hereby agree as follows:
1. Termination of Consulting Agreement. Notwithstanding any provision to
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the contrary contained in the Consulting Agreement, STL and Empire hereby agree
to terminate the Consulting Agreement subject to the express terms set forth
herein, effective as of the date first set forth above. Empire hereby
acknowledges that as of the date hereof, Empire is not entitled to any
compensation under the Consulting Agreement with respect to any STL products
previously delivered to United or any other person or entity. Empire consents
to the termination of the Distribution Agreement, the Undertaking and the ADA
Warrants pursuant to the May 18, 1999 Amendment to and Termination of Non-
Exclusive Distribution and Pricing Agreement between STL and United and the May
18, 1999 Termination Agreement between STL and ADA, which agreements Empire has
read and understood.
2. Covenants of Empire. Empire covenants, warrants and represents that
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it has not assigned or otherwise conveyed its interest in the Consulting
Agreement to any other party and that it will indemnify STL and hold it harmless
against any claim to compensation hereunder by any party claiming by, under of
through Empire.
3. Mutual Release. Empire and STL agree to execute and deliver to each
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other a Mutual Release in the form attached as Exhibit C.1.
4. Further Assurances. Empire and STL agree and covenant that each will
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execute promptly such other documents and instruments as shall be requested by
the other to effectuate the purposes of this Agreement, but in any event within
three (3) business days of the receipt of any such request, any such request to
be deemed received upon delivery by facsimile to: Xxxxxx X. Xxxxx, Esquire,
Xxxxx & Xxxxxxx, LLP, 0000 X Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000,
Fax: (000) 000-0000, on behalf of STL, and Xxxxxx X. Xxxxxxxx, Esquire, Xxxxx
Xxxxx Xxxxxx Xxxxxxxx & Xxxxxxx, P.C., 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Fax: (000) 000-0000, on behalf of Empire.
5. Governing Law. This Agreement and any disputes or claims arising
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hereunder shall be governed by the laws of the State of New York without regard
to principles of conflicts of law.
6. Counterparts. This Agreement may be executed in counterparts, each of
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which shall be deemed an original and all of which shall constitute one and the
same Agreement.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first above written.
SAF T LOK INCORPORATED
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Its: Chairman
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EMPIRE CONSULTING LTD. INC.
By: /s/
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Name:________________
Its:_________________
