EXHIBIT 1.7
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT, dated as of June 30, 2005 is made between
Spotless Plastics (USA) Inc. (the "Company"), a Delaware corporation with an
office at 000 Xxxxx Xxxxxxx, Xxxxxxxx, Xxx Xxxx 00000, and Xxxxxxx X'Xxxxxx
("MOR"), an individual residing at 00 Xxxxxxx Xxxxx Xxxx, Xxxx Xxxxxxxx, Xxx
Xxxx 00000 (each a Party and, collectively the "Parties").
WITNESSETH:
WHEREAS, the Parties are parties to a Letter Agreement, dated as of October
29, 1999, relating to MOR's right to sell to the Company shares of common stock,
par value $.0001 per share, of Windswept Environmental Group, Inc., a Delaware
corporation ("WEGI") pursuant to the terms and provisions thereof (the
"Agreement");
WHEREAS, the Parties have entered into certain agreements with WEGI and
Laurus Master Fund, Ltd., a Cayman Islands company ("Laurus"), dated the date
hereof (the Laurus Agreements"), pursuant to which, among other things, Xxxxxxx
X'Xxxxxx has agreed to purchase a portion of the shares of common stock of WEGI
owned by the Company; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
intending to be legally bound hereby, the Parties agree as follows:
Section 1. Termination of the Agreement.
-----------------------------
Effective as of the date hereof, the Agreement shall be terminated
in its entirety and shall be of no further force or effect.
Section 2. Further Assurances.
-------------------
Each Party shall cooperate with, and take such action as may be
reasonably requested by, another Party in order to carry out the provisions and
purposes of this Termination Agreement, generally, and the transactions
contemplated hereunder.
Section 3. Miscellaneous.
--------------
(a) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning of or
interpretation of this Agreement. This Agreement constitutes the entire
agreement and supersedes all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof. This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, and all of which shall constitute one and the same instrument. This
Agreement shall be binding upon and inure to the benefit of the successors and
assigns of the parties hereto. The rights and obligations contained in this
Agreement are solely for the benefit
of the parties hereto and are not intended to benefit of or be enforceable
by any other party, under the third party beneficiary doctrine of or otherwise.
This Termination Agreement may not be modified or amended or any term or
provision hereof waived or discharged, except in writing signed by the party
against whom such modification, waiver or discharge is sought to be enforced.
(b) This Agreement shall be construed and the obligations of the
parties hereunder shall be determined in accordance with the laws of the
State of New York without reference to any conflicts of law provisions (except
for N.Y. GEN. OBLIG. LAW ss. 5-1401 and ss. 5-1402). Each party hereto
irrevocably and unconditionally consents to the jurisdiction of the courts of
the United States and of the state of New York located in the County and State
of New York in any action to enforce, interpret or construe any provision of
this Agreement."
IN WITNESS WHEREOF, the Parties have executed this Termination
Agreement as of the date first set forth above.
/s/ Xxxxxxx X'Xxxxxx
--------------------------------
XXXXXXX X'XXXXXX
SPOTLESS PLASTICS (USA) INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Senior Vice President of Operations
