Exhibit 10.99 (c)
CONTRACT TERMINATION AGREEMENT
THIS AGREEMENT made as of the 30th day of December 1999.
BETWEEN: CHOICES ENTERTAINMENT CORPORATION, a Delaware
corporation ("Choices")
-And-
Republic Hotel Investors, Inc., a Washington
corporation ("RHII")
WHEREAS Choices and RHII are the parties to a binding Letter of Intent the
("LOI") dated as of the 30th day of August, 1999 in respect of the acquisition
of the business of RHII by Choices;
AND WHEREAS the parties thereto have agreed to terminate the LOI;
NOW THEREFORE for good and valuable consideration, the receipt and sufficiency
of which are hereby irrevocably acknowledged by each of the parties hereto, the
parties hereto hereby covenant and agree as follows:
1. RHII hereby accepts the sum of 500,000 shares of the common stock, par value
$0.01 per share, of Choices in full and final settlement of any and all amounts
owing by Choices to RHII or its officers, directors, shareholders or agents,
pursuant to the LOI, which shares are hereby assigned over by RHII to Xxxxx
Xxxxxxx and or his nominee, and such shares shall be delivered to RHII as soon
as is reasonably practicable after the date of this Agreement but in any event
no later than February 15, 2000. The shares of the common stock deliverable
pursuant to this agreement shall be registered in the name of Railex Republic
Industrial Development Corporation whose address is X.X. Xxx 0000, Xxxxxxxxx,
X.X., X0X 0X0, Xxxxxx.
2. The LOI is hereby terminated and has no further force and effect as of the
date hereof. Choices hereby agrees to timely pay any amount owed
Seattle Northwest Securities Corporation when, as and if such amount owing
becomes a liquidated amount.
3. Xxxxx Xxxxxxx hereby tenders his resignation as Chairman of the Board of
Directors, President and Chief Executive Officer of Choices which resignation is
hereby accepted.
4. RHII does hereby release and forever discharge Choices and any directors,
officers and employees of Choices of and from all manner of actions, causes of
action, deeds, suits, proceedings, debts, dues, duties, accounts, interest,
covenants, contracts, demands, damages sums of money, obligations, promises,
guarantees and liabilities whatsoever, both in law an in equity, which RHII ever
had, now has or hereafter can, shall or may have for or by reason of or in
respect of any cause, act, matter or thing whatsoever existing up to and
including the date hereof against Choices or any one of them, provided that
nothing herein contained shall be construed so as to release Choices from their
obligations and covenants arising out of or in respect of this Agreement.
5. Choices does hereby remise, release and forever discharge RHII of and from
all manner of actions, causes of action, deeds, suits, proceedings, debts, dues,
duties, accounts, interest, covenants, contracts, demands, damages, sums of
money, obligations, promises, guarantees and liabilities whatsoever, both in law
an in equity, which RHII and any officer, director, shareholder or agent thereof
ever had, now has or hereafter can, shall or may have for or by reason of or in
respect of any cause, act, matter or thing whatsoever existing up to and
including the date hereof against RHII, provided that nothing herein contained
shall be construed so as to release RHII from its obligations and covenants
arising out of or in respect of this Agreement.
6. RHII will not, in any manner whatsoever, directly or indirectly, at any time
or under any circumstances, use, impart, disclose, divulge or otherwise make
available to any person, or obtain any benefit from, whether directly or
indirectly, by any act or omission, any information concerning the property,
business or affairs of Choices, without the express written consent of Choices,
which consent may be unreasonably withheld.
7. This Agreement shall be governed by and construed in accordance with the laws
of the State of Washington, and venue shall lie in King County.
8. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.
9. Time is of the essence of this agreement.
[The Next page is the Signature Page}
[SIGNATURE PAGE]
IN WITNESS WHEREOF the parties hereto have duly executed this agreement as of
the date first written above.
Choices Entertainment Corporation,
By: its Board of Directors,
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Republic Hotel Investors, Inc.
By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, President
As to the assignment by RHII over to Xxxxx Xxxxxxx or his nominee:
Republic Hotel Investors, Inc.
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Director
