12/15/99
MUTUAL SETTLEMENT AND RELEASE
This Mutual Settlement and Release ("Release") is entered into and delivered as
of this 14th day of November 1997 by and among ENVIROMETRICS PRODUCTS COMPANY, a
corporation organized and existing under the laws of the State of South Carolina
("EPC") and ENVIROMETRICS, INC. , a corporation organized and exiting under
the laws of the State of Delaware, ("EV"). EPC and EV are hereinafter
collectively known as ("EVRM") and ZELLWEGER ANALYTICS, INC., ("ZA") a
corporation organized and existing under the laws of the State of Texas with its
principal office located in Lincolnshire, Illinois.
WITNESSETH:
WHEREAS, EPC and ZA entered into a Master Distributorship Agreement, dated as of
January 1, 1996 ("Agreement"), wherein both parties had certain rights, duties
and obligations, and
WHEREAS, pursuant to Paragraph 6 of the Agreement, ZA timely paid EPC Quarterly
Prepaid Purchase Deposits ("PPD") which were to be credited by EPC towards ZA's
purchases under the Agreement,
WHEREAS, as of the date hereof, EPC has been paid $494,849.90 in PPD's which
remain unapplied to ZA's purchases under the Agreement,
WHEREAS, ZA claims that Agreement has terminated and that EPC is obligated to
immediately return the unapplied PPD's,
WHEREAS, EPC and ZA wish to resolved their remaining obligations under the
Agreement in an amicable and mutually acceptable manner,
THEREFORE, in consideration of the Recitals, which are incorporated herein by
this reference, and the mutual promises and undertakings contained in this
Release and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, EVRM and ZA agree as follows:
1. Obligations: Upon full performance of the parties obligations hereunder,
neither EVRM nor ZA have any further obligations whatsoever expressed or implied
after this date under the Agreement.
2. Settlement: ZA and EVRM agree to the following mutual consideration all of
which will occur on November 14, 1997 or such other date mutually agreed upon by
the parties:
(a) ZA will purchase the ACT Monitoring Card Technology as defined in the Asset
Purchase agreement dated November 14, 1997 which is incorporated herein by this
reference for $344,849.90 reduction in the unapplied PPD's due ZA.
(b) EVRM will issue 70,000 shares of preferred stock of Envirometrics, Inc. to
ZA or such other third party designated by it for $140,000 reduction in the
unapplied PPD's due ZA described in the Stock Subscription Agreement attached as
Exhibit F.
(c) $10,000 in the form of a cashier's or certified check payable to the order
of ZA will be delivered to ZA.
3. Mutual Release: The parties agree that, in exchange for, and upon full
performance of the mutual consideration provided in this Release, the adequacy
of which is hereby acknowledged by both parties:
(a) Release by EVRM. EVRM hereby and forever releases, holds harmless and
discharges ZA, its past and present shareholders, directors, officers,
employees, agents, representatives, subsidiaries, affiliates, successors and
assigns, from and against any and all claims, demands, counterclaims, actions,
costs, causes of action, damages, debts, obligations, and liabilities of
whatever nature (collectively, "ZA Liabilities"). This Release extends to all ZA
Liabilities known or unknown, now existing or existing only in the future,
matured or un-matured, foreseeable or unforeseeable, to the extent that ZA
Liabilities result or arise, directly or indirectly, from any relationship(s) of
ZA with EVRM through the date of this Release ("Relationships"), or from any act
of ZA on or before the date of this Release ("ZA Acts"). Relationships include,
but are not limited to, services rendered under or actions taken pursuant to the
Agreement and service rendered under or actions taken pursuant to any and all
other agreements between ZA and EVRM, whether oral or written, express or
implied. ZA Acts include without limitation those that might give rise to
liability in tort, in contract or by statutory rule.
(b) Release by ZA. ZA hereby and forever releases, holds harmless and discharges
EVRM, its past and present shareholders, directors, officers, employees, agents,
representatives, subsidiaries, affiliates, successors and assigns, from and
against any and all claims, demands, counterclaims, actions, costs, causes of
action, damages, debts, obligations, and liabilities of whatever nature
(collectively, "EVRM Liabilities"). This Release extends to all EVRM
liabilities, matured or un-matured, foreseeable or unforseeable, to the extent
that EVRM Liabilities result or arise, directly or indirectly, from any
Relationships, or from any act of EVRM on or before the date of this Release
("EVRM ACTS"). EVRM Acts include without limitation those that might give rise
to liability in tort, in contract or by statutory rule.
The foregoing notwithstanding, the foregoing release shall not include and shall
be deemed to expressly exclude any and all claims, demands, counterclaims,
actions, costs, causes of action, damages, debts, obligations and liabilities
arising out of or relating to ZA's sale of Products, as that term is defined in
the Agreement, and the use or misuse of the same by any third parties, including
but not limited to any product liability, negligence and other tort, contract or
statutory claims.
4. Governing Law. The parties agree that this Release will be construed and
governed by the laws of the State of Illinois, without regard to principles of
conflicts of law.
5. Modifications. This Release and other documents referenced herein constitutes
the entire understanding of the parties and supersedes any and previous
agreements, written or otherwise, between the parties, including but not limited
to the Agreement referred to herein. The Parties agree that this Release will
not be rescinded or modified except in writing signed by the parties choosing to
be so bound.
IN WITNESS WHEREOF, the parties hereto have executed this Mutual Settlement and
Release as of the date and year first written above.
Envirometrics Products Company
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By: Xxxxxx X. Xxxxxxx, III
Its: President
Envirometrics, Inc.
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By: Xxxxxx X. Xxxxxxx, III
Its: President and CEO
ZELLWEGER ANALYTICS, INC.
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By: Xxx XxXxxxx
Its: President and CEO
