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Exhibit 3.4
MUTUAL TERMINATION AGREEMENT AND RELEASE
This Mutual Termination Agreement and Release (this "Agreement") is made
and entered into as of October 27th, 1999, by and between OMNINET INTERNATIONAL
LTD. ("OMNINET"), OMNINET INTERNATIONAL, INC. (formerly known as E & M
MANAGEMENT, INC.) ("E&M"), Xxxx Xxxx and Xxxxxx X. Xxxxxxx.
WHEREAS, OMNINET and E&M entered into a certain Plan and Agreement of
Merger - Reorganization ("Merger Agreement") dated September 8, 1999 whereby,
subject to numerous terms and conditions, OMNINET and E&M were to be merged; and
WHEREAS, OMNINET and E&M now desire to terminate the Merger Agreement.
NOW, THEREFORE, in consideration of the above and the mutual covenants and
agreements hereafter set forth, the Parties agree as follows:
1. The Merger Agreement is hereby terminated by mutual consent of OMNINET
and E&M as provided in Section 8.01(a) of the Merger Agreement with the effect
set forth in Section 8.02(b) thereof.
2. Subject to the conditions precedent listed in Section 4 below, OMNINET
and Xxxx Xxxx, for themselves, their successors and assigns, do hereby release
and forever discharge E&M for itself, its successors and assigns, from any and
all causes of action, claims, demands, suits, damages, sums of money and/or
judgments arising at any time which might have been or may be asserted against
E&M relating in any manner to the Merger Agreement other than in connection with
this Agreement.
3. Subject to the conditions precedent listed in Section 4 below, OMNINET
and Xxxx Xxxx, for themselves, their successors and assigns, do hereby release
and forever discharge Xxxxxx X. Xxxxxxx for himself, his successors and assigns,
from any and all causes of action, claims, demands, suits, damages, sums of
money and/or judgments arising at any time which might have been or may be
asserted against Xx. Xxxxxxx relating in any manner to the Merger Agreement
other than in connection with this Agreement.
4. The following are conditions precedent to the release set forth in
Sections 2 and 3 above:
(a) OMNINET understands that E&M changed its corporate name to
Omninet International, Inc. in anticipation of closing the transactions
contemplated by the
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Merger Agreement. E&M shall change its corporate name back to "E & M MANAGEMENT,
INC.," or to some other name not including the word "omninet," and shall refrain
hereinafter from using any corporate name or alias including the word "omninet"
in any form without OMNINET's prior written consent.
(b) Xx. Xxxxxxx shall return to OMNINET $15,000 in funds advanced to
Xx. Xxxxxxx and shall deliver a check in that amount to OMNINET'S counsel at the
address provided below.
5. Xx. Xxxxxxx and E&M, for themselves, their successors and assigns,
shall hereby release and forever discharge OMNINET and Xx. Xxxx for themselves,
their successors and assigns, from any and all causes of action, claims,
demands, suits, damages, sums of money and/or judgments arising at any time
which might have been or may be asserted against OMNINET or Xx. Xxxx relating in
any manner to the Merger Agreement other than in connection with this Agreement.
6. Notice. All notices, requests, demands and other communications
required or permitted hereunder must be in writing and shall be effective two
(2) business days after being delivered to an established over-night delivery
service, with costs for earliest delivery prepaid, or sent by facsimile
addressed or faxed in either case to the following addresses or fax numbers (or
at such other addresses as will be given in writing by the parties to one
another pursuant hereto):
To OMNINET: Omninet International Ltd.
c/o Xxxxxx Xxxxx Xxxxxxxx-Xxxxx & Xxxxx
Richmond House - 5th Floor
00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX 00, Xxxxxxx
Telephone: (000) 000-0000
Fax" (000) 000-0000
with copy to: Xxxxxxx X. Xxxxxx, Esquire
Powell, Goldstein, Xxxxxx & Xxxxxx LLP
0000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
or if to E&M: E & M Management, Inc.
Attention: Xxxxx Xxxxxxxxxx
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0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Telephone:
Fax:
or if to Xxxx Xxxx: Xxxx Xxxx
Xxxxxx xx Xxxxxxx, 00x
XX-0000 Xxxx, Xxxxxx
Xxxxxxxxxxx
Telephone: (000)00-00-000-0000
Fax: (000) 00-00-000-0000
or if to Xxxxxx X. Xxxxxxx: Xxxxxx X. Xxxxxxx
0000 Xxxxxxx Xxxx Xxxx
Xxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
7. Miscellaneous.
(a) Entire Agreement/Amendment. This Agreement embodies the entire
agreement of the parties relating to the subject matter hereof and supersedes
all oral agreements, and to the extent inconsistent with the terms hereof, all
other written agreements. This Agreement may not be modified, amended,
supplemented, or terminated except by a written instrument executed by all
parties hereto.
(b) Severability. Each of the covenants and agreements herein above
contained will be deemed separate, severable and independent covenants, and in
the event that any covenant will be declared invalid by any court of competent
jurisdiction, such invalidity will not in any manner affect or impair the
validity or enforceability of any other part or provision of such covenant or of
any other covenant contained herein.
(c) Captions and Section Headings. Captions and section headings used
herein are for convenience only and are not a part of this Agreement and will
not be used in construing it.
(d) Further Assurances. Each of the parties to this Agreement agrees
to execute such other and further documents, as may from time to time be
reasonably necessary, to carry out the purposes and intentions of this
Agreement.
(e) Choice of Law. The laws of the State of Nevada (excluding,
however, conflict of law principles) will govern and be applied to determine all
issues relating to this Agreement and the rights and obligations of the parties
hereto, including
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the validity, construction, interpretation, and enforceability of this
Agreement and its various provisions and the consequences and legal effect of
all transactions and events which resulted in the execution of this Agreement
or which occurred or were to occur as a direct or indirect result of this
Agreement having been executed.
(f) Expenses. Except as expressly set forth to the contrary in this
Agreement, each party will bear its respective expenses incurred in connection
with the preparation, execution and performance of this Agreement, including all
fees and expenses of agents, representatives, counsel and accountants.
(g) Fax Execution/Counterparts. This Agreement may be executed by
facsimile signature and by counterpart, which shall be deemed an original and,
when taken together, shall be deemed one and the same Agreement.
IN WITNESS WHEREOF, the Parties have executed this Mutual Termination
Agreement and Release:
OMNINET INTERNATIONAL LTD.
By: /s/ Xxxx Xxxx
-----------------------------------
Name:
Title:
E & M MANAGEMENT, INC.
By: /s/ (illegible signature)
------------------------------------
Name:
Title:
/s/ Xxx Xxxxxxx
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Xxxxxx X. Xxxxxxx
/s/ Xxxx Xxxx
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Xxxx Xxxx
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