EXHIBIT 10.20
MUTUAL GENERAL RELEASE AGREEMENT
This Mutual General Release Agreement ("Agreement") is made and entered
into as of this 15th day of April, 1998, by and between MTE/TRIAD, INC.
("MTE") on the one hand, and TRUEVISION LASER CENTERS, INC. ("TVLC") and
TRUEVISION LASER CENTER OF ALBUQUERQUE, INC. ("TVLCA") on the other hand,
with reference to the following facts:
RECITALS:
WHEREAS, MTE has lodged a complaint against TVLC and TVLCA alleging that
TVLCA has failed to make timely payments of interest and other payments in
accordance with a certain Equipment Lease entered into between MTE/Triad,
Inc. as lessor and TVLCA as lessee, originally dated July 1, 1997 and amended
thereafter (the "Lease Agreement"); and
WHEREAS, it is acknowledged by all parties to the Lease Agreement that
TVLCA now over certain unpaid interest and penalties which have accrued under
the terms of the Lease Agreement ("Overdue Payments"); and
WHEREAS, the parties to this Agreement and to the Lease Agreement desire
to reach agreement as to the amounts to be paid by TVI on behalf of TVLCA
in full and final satisfaction of the overdue interest and penalties due to
MTE in accordance with the Lease Agreement, and to settle this matter and
mutually release one another from all claims in accordance with the
provisions contained in this Agreement; and
WHEREAS, the parties to the Lease Agreement intend to re-affirm and
continue the rental payments due to MTE in accordance with the Lease
Agreement for the remainder of the term;
NOW THEREFORE, in consideration of the mutual covenants, conditions,
promises and releases contained herein, and for other valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:
2. MUTUAL RELEASES
(a) Subject to the payments and deliveries described in paragraph 2
hereof, MTE, TVLC and TVLCA hereby unconditionally release and forever
discharge each other, their current and former officers, directors,
shareholders, partners, beneficiaries, agents, subsidiaries, affiliates,
affiliated agents, employees, attorneys, representatives, insurers,
successors, assigns and heirs from any and all sums of money, accounts, and
claims, arising out of or relating to TVLCA's failure to pay the Overdue
Payments to MTE in accordance with the Lease Agreement.
(b) All parties to this Agreement do hereby acknowledge that there is a
risk that subsequent to the execution of this Agreement, one or more parties
may incur or suffer loss, damage or injuries which are in some way caused by
the transactions or dealings referred to in paragraph 1(a) above, but which
are unknown and unanticipated at the time this Agreement is signed.
(c) All parties hereto do hereby assume the above-mentioned risks and
intend that this Agreement shall apply to all unknown or unanticipated
results of the transactions and occurrences described above, as well as those
known and anticipated, and upon the advice of legal counsel, all parties do
hereby waive any and all rights to bring forth any claims whatsoever relating
to transactions or dealings between the parties hereto.
(d) The advice of legal counsel has been obtained by all parties prior
to signing this Agreement. All parties represent that they have executed this
Agreement voluntarily, with full knowledge of its significance, and with the
express intention of extinguishing of all obligations between the parties
arising out of or relating to the transactions or dealings referred to in
paragraph 1(a) above.
(e) Each party hereto represents and warrants that no portion of any
claim or claims, nor any portion of any recovery or settlement, To Whom It
May Concern: which each party might be entitled has been assigned,
subrogated or transferred to any other person or entity, whether firm,
partnership, corporation or otherwise. In the event that any claim, demand or
suit should be made or instituted against any of the parties hereto because
of any such purported assignment or subrogation or transfer, the other party,
as the case may be, agrees to defend, indemnify and hold harmless the other
parties against any claim or claims, and to pay and satisfy any such claims,
sale or demand, including necessary expenses of investigation, attorneys'
fees and costs. It is the express intention of the parties hereto that
payment is not a condition precedent to this Indemnity.
2. CONSIDERATION. Immediately upon the execution of this Agreement, TVLC,
on behalf of TVLCA and itself, shall duly issue one hundred thousand
(100,000) shares of common stock into the name of MTE/Triad, Inc. and shall
further promise to pay to MTE/Triad, Inc. a minimum of $50,000 on or about
May 1, 1999 and another $120,000 on or about January 1, 2000, said amount to
be applied to the total Unpaid Payments. Upon the final payment of said
consideration, MTE/Triad, Inc. shall forgive any further penalty and interest
which may have accrued under the terms of the Lease Agreement for obligations
which accrued under the Lease Agreement through and including the date of
this Agreement.
3. CONTINUATION OF LEASE AGREEMENT. Nothing contained in this Agreement
shall forgive or modify the ongoing obligations for the payment of rent by
TVLCA to MTE in accordance with the Lease Agreement from and after the date
of this Agreement until the termination or expiration of the Lease Agreement.
This Agreement is limited to the claims made by MTE for all Overdue Payments
up to and including the date hereof.
4. ATTORNEY'S FEES. In the event that any party shall institute any action
or proceeding against the other to enforce the provisions of this Mutual
General Release, any judgment or agreement entered into pursuant to this
Mutual General Release or any default or controversy thereunder, the
prevailing party shall be entitled to recover its expenses, including
attorneys' fees, in addition to any other relief to which it is found
entitled.
5. PARTIES BOUND. This Agreement shall be binding upon and shall inure to
the benefit of the heirs, executors, administrators, successors and assigns
of the parties hereto.
6. MODIFICATION AND APPLICABLE LAW. No addition or modification of any term
or provision hereof shall be effective unless set forth in writing signed by
each party hereto. This Agreement shall be interpreted and construed in
accordance with the laws of the State of New Mexico, without regard to its
conflicts of principals of law.
7. SEVERABILITY. Should any part, term or provision of this Mutual General
Release or any document required herein to be executed be declared invalid,
void or unenforceable, such invalidity shall be limited to such specific
provision or portion thereof, and this Agreement shall be construed and
applied in such manner as to minimize such unenforceability. This Agreement
shall otherwise remain in full force and effect.
8. ENTIRE AGREEMENT. This Agreement constitutes the entire and whole
agreement between the parties hereto and supersedes any prior agreements
between such parties. This Agreement may not be modified or amended except by
a written instrument, signed by each of the parties hereto, expressing such
amendment or modification.
9. COUNTERPARTS. This Agreement may be exercised in three (3) or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
WITNESSES: "MTE"
MTE/TRIAD, INC.
/s/ Xxxxxxx Xxxxx By: /s/ Xxxx X. Xxxxx
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Its: President
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"TVLC"
TRUEVISION LASER CENTERS, INC.
By: /s/ Xxxxx Xxxxxxx
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Its: Exec. VP
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"TVLC"
TRUEVISION LASER CENTER OF
ALBUQUERQUE, INC.
/s/ Xxxxxxx Xxxxx By: /s/ Xxxx X. Xxxxx
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Its: President
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