Termination Agreement and Mutual Release
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This Termination Agreement and Mutual Release ("Termination Agreement") is
made as of February 28, 2003, by and between Xxxxxxxxx.xxx, Inc., a Florida
corporation with its principal place of business located at 0000 Xxxxxxx Xxxxxx,
Xxxxx 000, Xxxxx Xxxxx, Xxxxxxx 00000 ("Startcall") and Web Intelligence
Technology ApS ("Visator"), a Danish Corporation with its principal place of
business at Xxxxxxxxxx 0, 0000 Xxxxxxxxxx, Xxxxxxx and ARN Invest ApS, a Danish
Corporation, with its principal place of business at Xxxxxxxxxx 0, 0xx., 0000
X0xxxxxxx X, Xxxxxxx.
WITNESSTH:
WHEREAS, on December 6, 2002, Startcall and Visator entered into a Stock
Purchase Agreement and Share Exchange (the "Stock Purchase Agreement") whereby
Startcall acquired Visator and Visator shall become a wholly owned subsidiary of
Startcall and in connection therewith, the a total of 79,500,000 ($ 0.000666 par
value per share) shares of restricted common stock of Startcall were issued to
the Visator Shareholders;
WHEREAS, pursuant to the Stock Purchase Agreement, the officers and
directors of Startcall resigned and Xxxxxx Xxxxxxx and Xxxxxx Xxxx were
appointed to the Board of Directors of Startcall and Xxxxxx Xxxxxxx was
appointed as the President, Chief Executive Officer and Secretary and Xxxxxx
Xxxx was appointed Chief Financial Officer of Startcall.
WHEREAS, pursuant to the Stock Purchase Agreement, both parties were
required to meet certain conditions for the Stock Purchase Agreement to be in
full force and effect.
WHEREAS, Startcall and Visator desire to terminate and deem null and void
the Stock Purchase Agreement subject to the terms and conditions hereinafter set
forth. Such termination is agreed upon by both parties due to Startcall's
failure to meet the terms of Articles VI of the Stock Purchase Agreement.
NOW THEREFORE, in consideration for the sum of the foregoing premises and
for other good and valuable consideration, the adequacy and receipt of which is
hereby acknowledged, the parties hereto hereby covenant and agree as follows:
1. Termination. Effective the date hereof, the Stock Purchase Agreement and
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any and all other agreement entered into in connection therewith shall
terminate, be deemed null and void and of no further effect.
2. Cancellation of Shares and Other Consideration. Simultaneously with the
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execution of this Agreement, the Visator shareholders agree to return the
79,500,000 Startcall shares issued to them pursuant to the Stock Purchase
Agreement to Startcall for cancellation and Startcall agrees to pay to ARN
Invest ApS a total of $20,000.
3. Resignation of Officers and Directors. Simultaneously with the execution
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of this Agreement, Xxxxxx Xxxxxxx and Xxxxxx Xxxx will resign as directors of
Startcall and Xxxxxx Xxxxxxx will resign as President, Chief Executive Officer
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and Secretary and Xxxxxx Xxxx will resign as Chief Financial Officer. In
addition, both parties agree that Xxxxxxx Xxxxxxxx will be named as the sole
officer and director of Startcall.
4. Release of Startcall. Simultaneously with the execution of this
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Agreement and the receipt of the resignation of Xxxxxx Xxxxxxx and Xxxxxx Xxxx
as officers and/or directors of Startcall and the receipt of the 79,500,000
shares to Startcall set forth in Section 2 and 3 herein, Startcall hereby
releases, waives, satisfies and forever discharges Visator, Xxxxxx Xxxxxxx and
Xxxxxx Xxxx of and from any and all actions, suits, controversies, damages,
claims and demands whatsoever, in law or in equity, which Startcall ever had,
now has or may have against Visator arising out of or relating to the Stock
Purchase Agreement and any other agreement entered into in connection therewith.
5. Release of Visator. Simultaneously with the execution of this Agreement
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and the delivery of the consideration of $20,000 set forth in Section 2 herein,
Visator hereby releases, waives, satisfies and forever discharges Startcall of
and from any and all actions, suits, controversies, damages, claims and demands
whatsoever, in law or in equity, which Visator ever had, now has or may have
against Startcall arising out of or relating to the Stock Purchase Agreement and
any other agreement entered into in connection therewith.
6. Amendments. This Agreement may not be altered, amended, modified, or
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otherwise changed except by a writing executed by all of the parties hereto.
7. Binding. This Agreement is, and shall be, binding upon each of the
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parties hereto and their respective heirs, legal representatives, successors and
assigns and shall inure to the benefit of each of them and their respective
heirs, legal representatives, successors and assigns.
8. Entire Agreement. This Agreement constitutes the entire agreement
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between the parties hereto concerning the subject matter hereof and supersedes
all prior written or oral agreements or understandings related hereto or thereto
9. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of New York.
10. Waiver. Any waiver by either party of a breach of any provision of this
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Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any
provision of this Agreement on one or more occasions shall not be considered a
waiver or deprive that party of the right thereafter to insist upon strict
adherence to such provision or any other provision of this Agreement.
11. Successors and Assigns. The terms and conditions of this Agreement
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shall be binding upon and inure to the benefit of the parties to this Agreement
and their respective successors and assigns.
12. Headings. The article and paragraph heading used in this Agreement are
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for convenience only and shall not affect the construction of this Agreement
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13. Attorneys' Fees. In the event of any dispute between the parties hereto
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arising out of, relating to or connected with this Agreement or any other
agreement, document or instrument in any manner related to or connected herewith
or therewith, each party will pay own attorney fees no matter who is the
prevailing party and who is the non-prevailing party. Neither Startcall nor
Visator can demanded attorney fees paid by either party.
14. Counterparts. This Agreement may be executed in two (2) or more
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counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
15. Authorization. The individuals executing this agreement on behalf of
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the parties hereto have been duly authorized by the board of directors of each
respective party to excute this agreement.
IN WITNESS WHEREOF, the Agreement has been executed by the undersigned parties
on the day and year first above written.
XXXXXXXXX.XXX, INC. (now known as Visator, Inc.)
By: Xxxxxxx Xxxxxxxx
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XXXXXXX XXXXXXXX
President
WEB INTELLIGENCE TECHNOLOGY APS
By: Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
President
By: Xxxxxx Xxxx
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XXXXXX XXXX
Director
ARN INVEST APS
By: Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
By: Xxxx Xxxxxxx Xxxxxxx
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XXXX XXXXXXX XXXXXXX
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