SETTLEMENT AGREEMENT AND RELEASE
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THIS SETTLEMENT AGREEMENT AND RELEASE (this "Agreement"), dated June 7,
2000, is made by and among AFFILIATED RESOURCES CORPORATION, a Colorado
Corporation ("AFFILIATED"), and XXXXXXX X. XXXXXX, an Individual ("XXXXXX").
RECITALS
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1. A dispute has arisen between XXXXXX on the one hand, and AFFILIATED on
the other
hand, arising out of and related to employment provided by XXXXXX to affiliated
entities of AFFILIATED and the breach of compensation and stock options by
AFFILIATED.
2. The parties desire finally to compromise, settle and discharge all
claims,
controversies, demands, actions or causes of action which XXXXXX may have or
claim to have against AFFILIATED, or any individuals or entities which are in
any way related to AFFILIATED.
AGREEMENT
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NOW, THEREFORE, IN CONSIDERATION of the promises, covenants and agreements
herein contained, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties, the parties hereto
agree as follows:
1. AFFILIATED shall register for resale with the Securities and Exchange
Commission
One Million (1,000,000) shares of AFFILIATED'S common stock beneficially owned
by XXXXXX (THE "XXXXXX SHARES") . AFFILIATED shall effect such registration
without cost to XXXXXX. Such registration shall be effected on or before
______________, 2000. Said agreement is for damages sustained by XXXXXX as a
result of the actions of AFFILIATED and its employees. Because XXXXXX was to be
issued free trading shares, his actual damage was $.40 per share as a result of
an Employment Agreement and Employee Stock Option Agreement both dated January
3, 2000 which granted options at $.10 per share. On May 3, 2000 AFFILIATED
reversed the option price since the board apparently did not have authority to
lower the option price from $.50 to $.10 per share. XXXXXX accepts an
additional $.10 per share as damages for various breaches of the Employment
Agreement and because the shares could not be exercised.
2. XXXXXX hereby resigns as President and Chief Operating Officer and as a
member
of the Board of Directors of AFFILIATED effective June 7, 2000, at the
conclusion of the annual meeting.
3. AFFILIATED shall indemnify and save harmless XXXXXX, his employees,
agents,
attorneys and heirs from all suits, actions, losses, damages, claims or
liability of any character, type or description, including without limiting the
generality of the foregoing all expenses of litigation, court costs, attorney's
fees, and all other expenses associated therewith, for any claim
for damages or loss of any kind arising out of the Employment Agreement and/or
Employee Stock Option Agreement, both dated January 3, 2000.
4. AFFILIATED has violated the Employment Agreement dated January 3, 2000
and
referenced above in that: (a) under Section 5(b), at the closing of the
contract, XXXXXX was entitled to receive $25,000.00 as a signing bonus for which
he has not received; (b) under Section 5(c), XXXXXX was entitled to receive
prompt reimbursement for all reasonable expenses, for which AFFILIATED has not
complied with; (c) under Section 5(e), XXXXXX was to receive a car allowance of
$500.00 per month, but which AFFILIATED has not complied with; and (d) under
Section 5(f), XXXXXX was to receive medical insurance, life insurance, officers
and directors' insurance, for which AFFILIATED has not provided, thus placing
XXXXXX and his family at great risk and continued exposure.
5. AFFILIATED has violated the Employee Stock Option Agreement dated January
3,
2000 and referenced above in that 800,000 shares were granted to XXXXXX with an
option price of $.10 per share, under the 1997 Incentive Stock Option Plan. As
a condition of employment, AFFILIATED'S Board of Directors passed a motion on
December 30, 1999 to lower the option to $.10. XXXXXX has been unable to
exercise his options because the shares are not registered, and the 1997
Incentive Stock Option Plan was not properly registered.
6. AFFILIATED will xxxxx XXXXXX 200,000 option shares in compliance with
Section
5(g)(i) of the Employment Agreement dated January 3, 2000 wherein XXXXXX was to
receive 250,000 option shares upon completion of the restructuring of the
company and preparation of a preferred share offering. XXXXXX has successfully
completed the restructuring and designed the appropriate preferred share
offering and submitted all materials to the corporate securities counsel. The
corporate securities counsel subsequently resigned and the company has failed to
make arrangements to finalize the actual preferred share documents. XXXXXX will
accept 200,000 option shares and relinquish any rights, title, claim or interest
to the remaining 50,000 option shares. XXXXXX will also relinquish any rights,
title, claim or interest to the additional option shares listed on Section
5(g)(ii) in the Employment Agreement dated January 3, 2000.
7. XXXXXX hereby waives any rights to recover all compensation due in the
time
limits as set forth in Section 1(f)(iii) of the Employment Agreement dated
January 3, 2000. AFFILIATED owes XXXXXX the sum of Eighty-Three Thousand Nine
Hundred Twenty-Six and 77/100 Dollars ($83,926.77) which consists of $25,000.00
sign on bonus, $2,616.67 car allowance, $51,917.81 accrued salary, and $4,392.29
expenses accrued.
8. In exchange for the releases and mutual promises contained herein, XXXXXX
hereby
irrevocably and unconditionally releases, acquits and forever discharges
AFFILIATED, as well as all agents, officers, directors, shareholders, employees,
affiliates, representatives, insurance carriers, attorneys and successors of
AFFILIATED and all persons acting by, through, under or in concert with any of
them, and each of their respective heirs, successors, and assigns (collectively,
the "Affiliated Releasees") WITH EXCEPTION TO XXXXXXXX XXXXX, any or all of
them, from any and all charges, complaints, claims, liabilities, obligations
(including without limitation any obligation of payment for services rendered),
promises, agreements, controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts and expenses (including attorney's fees
and costs actually incurred) of any nature whatsoever, known or unknown,
suspected or unsuspected, including, but not limited to, rights arising out of
alleged violations of any contracts, express or implied, any covenant of good
faith and fair dealing, express or implied, or any tort including defamation, or
any legal restrictions on AFFILIATED'S (or any of its affiliates') right to
terminate consultants (collectively, "Claim" or "Claims"), which XXXXXX now has,
or claims to have, or which XXXXXX at any time heretofore had, or claimed to
have, or which XXXXXX at any time hereafter may have, own or hold against any of
the AFFILIATED Releasees, WITH EXCEPTION XXXXXXXX XXXXX, including but not
limited to Claims which arise out of or related to XXXXXX'X engagement as an
employee of AFFILIATED and its affiliates.
9. In exchange for the releases and mutual promises contained herein,
AFFILIATED
hereby irrevocably and unconditionally releases, acquits and forever discharges
XXXXXX, as well as all agents, representatives, insurance carriers and attorneys
of XXXXXX and all persons acting by, through, under or in concert with any of
them, and each of their respective heirs, successors, and assigns (collectively,
the "Xxxxxx Releasees"), any or all of them, from any and all charges,
complaints, claims, liabilities, obligations, promises, agreements,
controversies, damages, actions, causes of action, suits, rights, demands,
costs, losses, debts and expenses (including attorneys' fees and costs actually
incurred) of any nature whatsoever, known or unknown, suspected or unsuspected,
including, but not limited to, rights arising out of alleged violations of nay
contracts, express or implied, any covenant of good faith and fair dealing,
express or implied, or any tort including defamation (collectively, "Claim" or
"Claims"), which AFFILIATED now has, or claims to have, or which AFFILIATED at
any time heretofore had, or claimed to have, or which AFFILIATED at any time
hereafter may have, own or hold against any of the XXXXXX Releasees, including
but not limited to Claims which arise out of or related to XXXXXX'X engagement
as a consultant to AFFILIATED and its affiliates.
10. It is understood and agreed that this is a full, complete and final
general release of
any and all claims described herein, and that each of XXXXXX and AFFILIATED
agrees that such release shall apply to all unknown, unanticipated, unsuspected
and undisclosed claims, demands, liabilities, actions or causes of action, in
law, equity or otherwise, as well as those which are now known, anticipated,
suspected or disclosed.
11. AFFILIATED and XXXXXX will each respectively bear their own costs,
expenses, and
attorneys' fees, whether taxable or otherwise, incurred in or arising out of or
in any way related to the action and/or the matters released herein.
12. It is understood and agreed that the promises in consideration of this
Agreement
shall not be construed to be an admission of any liability or obligation
whatsoever by any party or released to any other party or to any other person
whomsoever.
13. AFFILIATED and XXXXXX represent that they fully understand their right
to discuss all
aspects of this Agreement with their attorneys, that they have availed
themselves of this right, that this Agreement was reached after substantial
negotiations, that they have carefully reviewed
and fully understood all of the provisions of this Agreement, and that they are
voluntarily entering into this Agreement.
14. This Agreement contains the entire agreement between the parties hereto
and
constitutes the complete, final and exclusive embodiment of their agreement with
respect to the subject matter hereof. The terms of this Agreement are
contractual and not a mere recital.
15. This Agreement shall bind the heirs, personal representatives,
successors and
assigns of each party, and inure to the benefit of each party and releasee,
their or its agents, directors, officers, employees, affiliates, servants,
successors and assigns.
16. Each of XXXXXX and AFFILIATED hereby warrants and represents that he or
it has not
transferred or assigned or attempted to transfer or assign any of the claims
released hereunder.
17. This Agreement shall be deemed to have been entered into and shall be
construed
and enforced in accordance with the laws of the State of Texas as applied to
contracts made to be performed entirely within Texas. The provisions of this
Agreement are severable, and if any of its provisions are found to be
unenforceable, the remaining provisions shall remain fully valid and
enforceable. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as part of this Agreement a
provision mutually agreeable to both parties hereto, and as similar in terms to
such illegal, invalid, or unenforceable provision as may be possible and be
legal, valid and enforceable.
18. This Agreement may be executed in any number of counterparts in the
acceptance
of any party to the terms hereof may be evidenced by the fax transmission of the
parties' signature.
19. If any action or proceeding is brought to interpret or enforce the
provisions of this
Agreement, the prevailing party or parties shall recover his, her, or its
reasonable attorneys' fees and costs.
20. Confidentiality. XXXXXX and AFFILIATED and their attorneys (and all
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members and
employees of their law firm) agree that they will not divulge, disclose or
communicate to any person, firm, organization, or corporation in any manner
whatsoever, directly or indirectly, orally or in writing, any information about
this agreement and further agree, represent, warrant and state upon their
respective oaths that they shall keep strictly confidential and secret the
amount, size and nature of the consideration provided under the agreement;
except as may be required to be disclosed to our attorneys; and such disclosures
as may be authorized or required by law or pursuant to valid court order.
21. Subsequent to the execution hereof, the parties shall execute and
deliver such
additional documents and take such additional actions as any such party may
reasonably deem to be practical and necessary or advisable in order to effect
and consummate the transactions contemplated by this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates set forth below.
Dated: June 7, 2000
AFFILIATED RESOURCES CORPORATION
By:___________________________________
Xxxxx Xxxxxxx, Chairman & CEO
______________________________________
XXXXXXX X. XXXXXX, an Individual
