AMENDED SETTLEMENT AGREEMENT
THIS AGREEMENT, made this 24th day of November, 2003, by and between
DOMINIX, INC. ("Dominix"), having its principal place of business at 00
Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000, XXX XXXXX ("Xxxxx"), residing at X.X. Xxx
0000, XXX Xxxxxxx, Xxx Xxxx, XX 00000, and XXXXXXXX XXXXXXX & COMPANY, INC.
("JDCI"), having its principal place of business at c/o Xxx Xxxxx, X.X. Xxx
0000, XXX Xxxxxxx, Xxx Xxxx, XX 00000:
WHEREAS, those parties, among others, entered into a certain Settlement
Agreement, dated November 19, 2001, which purported to settle all the actions
among all of them and all the claims, counterclaims and third-party claims that
those parties, including the parties hereto, could assert against one another;
WHEREAS, there are alleged to be outstanding obligations under the
Settlement Agreement involving Dominix, Vahab, and JDCI; and
WHEREAS, Dominix and Vahab and JDCI are desirous of settling all the
claims, counterclaims and third-party claims that Dominix, on the one hands, and
Vahab and JDCI, on the other hand, could assert against each other;
NOW, THEREFORE, the parties hereto agree as follows:
1. Simultaneous herewith, JDCI is returning to Dominix share certificate no.
01709, dated November 13, 2003, evidencing JDCI's ownership of 20 million shares
of Dominix common stock, with appropriate stock power signed in blank and
medallion guaranteed, along with the appropriate Letter Of Instruction to the
Transfer Agent in the form annexed hereto as Exhibit "A", to (i) issue a new
share certificate for 18 million shares to Xxxxxx X. Xxxxx, Esq., or his
designee, and (ii) issue a new share certificate to evidencing Xxxxxx Xxxxx'x
ownership of 2 million shares of Dominix common stock. Vahab and JDCI hereby
acknowledge that the 2 million shares of common stock issued to Xxxxxx Xxxxx
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will be indistinguishable from other Dominix common stock and subject to the
same terms and conditions as all other shares of Dominix common stock, including
but not limited to being subject to a stock split or reverse-split. Vahab and
JDCI also further hereby acknowledge that the have been informed by Dominix that
its Board of Directors has approved a reverse split of its common stock of
1-for-200, such split to be effective following regulatory and shareholder
approval.
2. Simultaneous herewith, JDCI shall receive $50,000 payable to: Xxx Xxxxx in
good cleared funds from a third party in consideration of the transfer of the 18
million shares of Dominix common stock owned by JDCI.
3. Upon the receipt of the $50,000 and receipt of 2 million shares of Dominix
stock specified in paragraph 1, Vahab and JDCI shall each deliver to Dominix
his/its unqualified General Release of Dominix and Dominix shall deliver its
unqualified General Release of Vahab and JDCI.
4. This Amended Settlement Agreement is entire and complete and constitutes the
exclusive and entire agreement between the parties hereto, embodying all
understandings and agreements between the parties. The parties acknowledge that
no representation, warranty, agreement or undertaking of any kind or nature has
been made to any of them by another party to induce the making of this Amended
Settlement Agreement, except as is expressly set forth herein. The parties
intend that this Amended Settlement Agreement supersede all of their respective
rights and obligations under and conferred by the Settlement Agreement, and that
such rights and obligations under the Settlement Agreement, and that such rights
and obligations under the Settlement Agreement as between them are hereby
cancelled, void and of no further force and effect.
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5. The parties acknowledge and agree for purposes of this Settlement Agreement
and for purposes of the holding period pursuant to Rule 144 under the Securities
Act of 1933, as amended, that the original date of issuance for the 20 million
shares of common stock was, and shall be, November 19, 2001.
6. Each of the parties hereto represents and warrants that he/it has had the
benefit of independent counsel of his/its own selection, that he/it has
carefully read this Amended Settlement Agreement and understands its provisions,
and has been fully informed by his/its respective counsel of his/its respective
legal rights and obligations, and of the legal and practical effects of
hereunder. The parties acknowledge that this Amended Settlement Agreement was
authored by all of them equally, and no term herein shall be construed against a
particular party solely on the basis that party's purported authorship.
7. This Amended Settlement Agreement shall not be amended, modified, discharged
or terminated except by a writing executed and acknowledged by the party sought
to be bound.
8. This Amended Settlement Agreement shall be binding upon, and inure to the
benefit of, each of the parties, his/its legal representatives, successors,
assigns, parents, subsidiaries and affiliates.
9. This Amended Settlement Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have hereunto executed this Amended Settlement
Agreement on the date first above written.
DOMINIX, INC. XXXXXXXX XXXXXXX, INC.
BY: /s/ Xxxxxx X. Xxxxxxxx /s/ Xxx Xxxxx
------------------------ --------------------
Xxxxxx X. Xxxxxxxx, Pres. Xxx Xxxxx, CEO
XXX XXXXX
--------------------
State of New York )
) SS:
County of New York )
On the day of December, 2003, before me, the undersigned, a Notary Public
in and for said State, personally appeared XXXXXX X. XXXXXXXX, personally known
to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same individually, as president of Dominix, Inc., and that by his
signature on the instrument, Dominix, Inc. executed the instrument.
STATE OF NEW YORK) XXXXX X. XXXXXX
COUNTY OF QUEENS) Notary Public, State of New York
SUBSCRIBED AND SWORN TO No. 00-0000000
BEFORE ME THIS Qualified in Queens County
9 DAY OF DEC., 2003 Commission Expires April, 15
Notary Public
/s/ Xxxxx X. Xxxxxx
State of Florida )
) SS:
County of Palm Bch. )
On the 24 day of November, 2003, before me, the undersigned, a Notary
Public in and for said State, personally appeared XXX XXXXX, personally known to
me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same individually and as CEO of Xxxxxxxx Xxxxxxx, Inc., and that by
his signature on the instrument, he individually, and Xxxxxxxx Xxxxxxx, Inc.
both executed the instrument,
/s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
My commission DO231066 Notary Public
Expires September 21, 2007
