SETTLEMENT AGREEMENT AND RELEASE
THIS AGREEMENT, is made and entered into by and between Xxxxx X. Xxxxxxxxx,
an individual ("Xxxxxxxxx" or "Plaintiff") on the one hand, and Universal Money
Centers, Inc., a Missouri corporation ("Company"), and Xxxxx Xxxxxx, an
individual (said individual together with Company are hereinafter collectively
referred to as "Defendants").
WHEREAS, Xxxxxxxxx is plaintiff and Defendants are defendants in certain
litigation now pending in the District Court of Xxxxxxx County, Kansas, Case No.
00CV05475 (hereinafter referred to as the "Litigation"); and WHEREAS, Xxxxxxxxx
claims in said Litigation, inter alia, the right to certain stock of Company;
and
WHEREAS, Defendants deny plaintiff's allegations; and
WHEREAS, the parties wish to settle and compromise all claims alleged in
the Litigation and any additional claims plaintiff may have;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and for other good and valuable consideration, the sufficiency
of which is hereby acknowledged, the parties agree as follows:
1. On or before Friday, April 19, 2002, Xxxxxxxxx shall be paid the sum of
$72,000 in certified funds made payable to Xxxxxxxxx and his attorneys of
record.
2. Upon tender of the consideration referred to in paragraph 1 above,
Xxxxxxxxx shall execute and file a Stipulation For Dismissal With Prejudice of
the Litigation, providing that each party shall bear its own costs, in the form
of Exhibit A attached hereto.
3. On or before his receipt of the funds described in paragraph 1,
Xxxxxxxxx shall deliver to Company all certificates representing shares of stock
owned by him in Company and shall deliver stock powers for said shares duly
endorsed (hereinafter the "Other Shares"). Xxxxxxxxx shall also deliver a duly
endorsed stock power and/or disclaimer of interest as to the 50,000 shares of
Company stock tendered to him on or about July 12, 2000. Upon delivery of said
certificates and powers, Xxxxxxxxx shall have no right, title and interest in
Company. The parties agree to execute such additional documents and take such
further actions as shall be necessary and appropriate to carry out provisions of
this Agreement.
4. As a material inducement to Defendants to enter into this Settlement
Agreement, Xxxxxxxxx represents and warrants that he is the sole owner of the
Other Shares and that no other person has any right, title or interest therein,
and that said shares are free and clear from all liens and encumbrances.
Xxxxxxxxx further represents and warrants that he has full right and authority
to convey such shares.
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5. Defendants will pay the fee of the mediator for the mediation held on
March 27, 2002.
6. The parties agree that the sum of $10,000 of the consideration recited
in paragraph 1 is in lieu of 25,000 shares of stock in Company; that the sum of
$3,438 is for redemption of the Other Shares; and the sum of $58,562 is for
Xxxxxxxxx'x release of all rights and claims, as a shareholder and otherwise,
against Company.
7. Effective upon receipt of the consideration referred to in paragraph 1,
Xxxxxxxxx hereby releases and forever discharges Defendants, and each of them,
as well as their members, officers, directors, shareholders, employees, agents,
representatives, and attorneys, all persons who at any time were defendants in
the litigation, all persons or entities affiliated with any of the foregoing,
and all others liable or who may be liable on behalf of any of the foregoing,
from all actions, causes of action, suits, claims, covenants, agreements,
damages and demands whatsoever, whether in an individual or representative
capacity, that now exist or may hereafter accrue, known or unknown, in law or in
equity, which arise from or are based upon or connected with the Litigation or
any of the claims asserted therein or which might have been asserted therein or
from any facts whatsoever occurring from the beginning of time to the date
hereof. It is expressly understood that the foregoing release will become
effective and operative immediately upon Xxxxxxxxx'x receipt of the
consideration described in paragraph 1 and that no further action or
documentation of same on the part of any person or entity is required.
8. Xxxxxxxxx warrants that no promise or inducement has been offered to him
except as set forth in this Agreement and that this Agreement is executed
without reliance upon any statement or representation of any party, or their
representative, attorneys or agents concerning the nature and extent of the
damages or the legal liability therefor or any other matter; and that he is
legally competent and authorized to execute this Agreement.
9. Xxxxxxxxx acknowledges and warrants that he has been represented by
independent counsel throughout all negotiations which preceded the execution of
this Agreement and that he has reached this Agreement with full understanding of
its terms, and that his attorneys have explained to his satisfaction each and
all of the agreements, terms and legal effect of those terms, and that he
executes this Agreement upon the advice, consent and approval of their
attorneys.
10. The terms of this Agreement shall be binding upon and inure to the
benefit of the successors, assigns and personal representatives of Plaintiff and
Defendants.
11. This Agreement contains the entire agreement and understanding
concerning the subject matter hereof between the parties, and supersedes and
replaces all prior negotiations, proposed agreements, and agreements, oral or
written. Xxxxxxxxx acknowledges that no party to this Agreement or any agent or
attorney of any party to this Agreement has made any promise, representation, or
warranty whatever, expressed or implied, not contained in this document to
induce any party to this Agreement to execute this Agreement.
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12. The waiver by any party of any breach of any covenant, agreement or
undertaking contained herein shall be made only by written waiver in each case.
No waiver of any breach of any covenant, agreement or undertaking contained
herein shall operate as a waiver of any prior or subsequent breach of the same
covenant, agreement or undertaking or as a waiver of any breach of any other
covenant, agreement or undertaking. In the case of a breach by any party of any
covenant, agreement or undertaking, the nonbreaching party may nevertheless
accept from the other any performance without waiving its right to exercise any
such breach which was in existence at the time such performance was accepted by
it. No failure of any party to exercise any power given herein or to insist upon
strict compliance of any covenant, agreement or undertaking contained herein
shall constitute a waiver of such parties' rights to demand exact compliance
with the terms hereof.
13. This Agreement is made under and shall in all respects be governed and
interpreted by the laws of the State of Missouri.
14. It is expressly agreed and understood that neither this Agreement nor
any of
the terms or provisions constitute an admission of liability on the part of any
party hereto, all liability being expressly denied.
Approved: "Xxxxxxxxx"
Attorneys' Fee Lien/Claim Released
/s/ Xxxxx X. Xxxxxxxxx
--------------------------------
/s/ Xxxx X. Xxxxxxxxxxx Xxxxx X. Xxxxxxxxx
--------------------------------
Xxxx X. Xxxxxxxxxxx
Xxxx X. Xxxxxxx
Wallace, Saunders, Austin,
Xxxxx & Xxxxxx, Chartered .
00000 Xxxx 00xx Xx.
Xxxxxxxx Xxxx, XX 00000
Attorneys for Xxxxxxxxx
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"Defendants"
ATTEST: Universal Money Centers, Inc.
/s/ Xxxxxx X. Xxxxx
------------------------------- By: /s/ Xxxxx X. Xxxxxx
Corporate Secretary ---------------------------
Xxxxx Xxxxxx,
Chief Executive Officer
/s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx Xxxxxx
