Contract
00
X.
Xxxxxxx Xx., Xxxxxxx, Xxx Xxxx 00000
516-750-9733
January
11, 2006
Xxxx
X
Xxxxxx Esq.
000
Xxxx
Xxxxxx Xxxxx 0000
Xxxxx
Xxxxx, Xxxxxxx 00000
Dear
Xx.
Xxxxxx,
This
letter agreement memorializes our most recent phone conversation with regard
to
resolving Biometrx, Inc.’s (formerly Marketshare Recovery, Inc.’) obligation to
you for legal services rendered to the company, by you and your firm, in the
amount of $77,947.73. This amount is the total amount due and owing, inclusive
of any interest accrued to date.
Biometrx,
shall tender ten thousand dollars ($10,000.00 U.S.) and 90,597 shares of the
Company’s common stock, delivered on one stock certificate. The amount of shares
to be tendered is a result of the total amount owed less the cash payment
tendered multiplied by 120% of the balance of the amount owed and divided by
the
per share price of ninety cents ($0.90) of the company’s common stock. These
shares shall be free of any legend restricting their ability to be sold in
broker dealer transactions or otherwise, furthermore with the exception to
your
agreement to sell no more than 25,000 shares a month, and our agreement to
guarantee that the proceeds of your stock sales equal to no less that $67,
947.73 there shall be no other sales restrictions of any kind imposed by law
or
contract. Should the proceeds of your stock sales, equal less than $67,947.73
Biometrx shall either tender additional shares or tender the difference in
U.S.
dollars.
This
combination of cash and the company’s equity is the “Total Consideration”
contemplated herein shall constitute full payment of all monies owed.
Xxxxxx
on
the one hand and Biometrx on the other hand, hereby forever mutually release
and
discharge the other and the other’s successors, subsidiaries, affiliates,
employees, owners, officers, directors, governors, partners, predecessors,
assigns, agents, representatives and attorneys, from any and all causes of
action, actions, judgments, liens, damages, losses, claims, liabilities and
demands whatsoever, whether known or unknown, which each other had, now has,
or
hereafter can, shall or may have, however arising, including by reason of any
duty, breach, act, omission, condition or occurrence through and including
the
date of this Agreement and/or by reason of any fact, act, matter, cause or
thing
of any kind whatsoever, including without limitation any alleged claim or
arising out of the facts which are the subject matter of this Agreement, except
any claim arising out of a breach of this Agreement
January
12, 2006
Xxxxxx
-
Page 2
If
the
Total Consideration contemplated by this agreement is not received by Xx. Xxxxxx
by Monday January 30, 2006, Biometrx shall tender to Xx. Xxxxxx an additional
sum of $25,000.00 (twenty-five thousand USD) as a penalty payment and shall
re-adjust the number of shares of the common stock that constitute the total
consideration and base the per share price on the lowest price the shares close
at between the date of this agreement and the date that the shares are delivered
to Xx. Xxxxxx.
Sincerely
yours,
/S/
Xxxx
X. Xxxxxx
Xxxx
X. Xxxxxx
Chief
Executive Officer
xxxxxxx@xxxxxxxx.xxx
(000)
000-0000 tel
(000)
000-0000 fax
00
Xxxxx
Xxxxxxx Xxxx
Xxxxxxx,
XX 00000
AGREED:
/s/
Xxxx X Xxxxxx
Xxxx
X
Xxxxxx
