SETTLEMENT AND RELEASE
AGREEMENT
THIS SETTLEMENT AND RELEASE AGREEMENT (the "Agreement") is made and entered
on October 14, 2004, with an effective date of October 15, 2004 by and between
Xxxxx Xx and NT Holding Corp.("NTHH").
Premises
a) Xxxxx Xxxxxxxx obtained a judgement against NTHH f/k/a UNICO & f/k/a
ABSS, Corp. ("NTHH") in the amount of one million three hundred sixty
thousand dollars ($1,360,000). "case No OOC-11-015 THG. In Sussex
County, DE"
b) Xx Xx'x Company, Harquest, had purchased all rights to the judgement
from Xxxxx Xxxxxxxx, which was then acquired by its President Xxxxx Xx
("NG"), who is now the legal recipient of the said judgement
c) NTHH has only limited operations and no ability to pay the judgment.
NG is interested in settling the judgment owed by NTHH.
d) NTHH, recognizing the current financial difficulties of NTHH, has
agreed to offer NG one hundred thousand shares (100,000) of restricted
common stock in order to settle the judgement.
e) The parties therefore want to set forth in this Agreement the terms
and conditions of their settlement.
Agreement
Based on the foregoing premises, which are incorporated herein by this
reference, the mutual covenants and conditions set forth herein, and in
consideration of the execution of this Agreement, the relinquishment of the
parties respective legal rights with reference to any and all potential claims,
the giving, receipt or exchange of the promises herein, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the Parties
hereto agree as follows:
1) Judgment and Release and Settlement. NG for One Hundred Thousand Shares
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of Common stock of NTHH, the receipt and adequacy of which is hereby
acknowledged, hereby settles the NTHH' judgment in the amount of one million
three hundred sixty thousand dollars ($1,360,000) and releases and discharges
NTHH, its successors and assigns, from any further obligation relating to
amounts owed NG related to the judgment and any and all existing or possible
actions, causes of actions, claims, demands, damages, costs, fees and expenses
of any kind, whether known or unknown, on account of or in any way arising from
or related to the judgment or any other matter to the date hereof. NTHH will be
completely released from the debt owed to NG once the Four Million Shares are
issued and note payable along with interest is completely paid off.
2) Satisfaction of Judgment. NG will cause his attorneys to file a
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satisfaction of judgment with the appropriate court, acknowledging that the
judgment has been settled and that no further sums are owed by NTHH to NG.
3) Further Documentation. NG agrees to provide additional documentation as
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may be reasonably necessary to acknowledge the satisfaction of judgment.
6) Governing Law. This Agreement shall be governed by, enforced and
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construed under and in accordance with the laws of the United States of America
and, with respect to matters of state law, with the laws of the State of Nevada.
7) Attorney's Fees. In the event that any party institutes any action or
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suit to enforce this Agreement or to secure relief from any default hereunder or
breach hereof, the breaching party or parties shall reimburse the nonbreaching
party or parties for all costs, including reasonable attorneys' fees, incurred
in connection therewith and in enforcing or collecting any judgment rendered
therein.
8) Entire Agreement. This Agreement represents the entire agreement between
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the parties relating to the subject matter hereof. All previous agreements
between the parties, whether written or oral, have been merged into this
Agreement. This Agreement alone fully and completely expresses the agreement of
the parties relating to the subject matter hereof. There are no other courses of
dealing, understandings, agreements, representations, or warranties, written or
oral, except as set forth herein.
9) Survival; Termination. The representations, warranties, and covenants of
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the respective parties shall survive the Closing Date and the consummation of
the transactions herein contemplated.
10) Counterparts. This Agreement may be executed in multiple counterparts,
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each of which shall be deemed an original and all of which taken together shall
be but a single instrument.
11) Facsimile Transmissions. Facsimile transmission of any signed original
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document, and retransmission of any signed facsimile transmission, shall be the
same as delivery of an original. At the request of any party hereto, the parties
will confirm facsimile transmitted signatures by signing an original document.
12) Amendment or Waiver. Every right and remedy provided herein shall be
cumulative with every other right and remedy, whether conferred herein, at law,
or in equity, and such remedies may be enforced concurrently, and no waiver by
any party of the performance of any obligation by the other shall be construed
as a waiver of the same or any other default then, theretofore, or thereafter
occurring or existing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers, hereunto duly authorized, as of the date
first above written.
NT Holding Corp. Xxxxx Xx.
/s/ Xxxx Xxx /s/ Xxxxx Xx
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To Whom It May Concern:
Xxxxx Xx has settled its judgement against NT Holding Corp. (in the amount
of one million three hundred sixty thousand dollars ($1,360,000) plus 10%
interest, plus attorney's fees in "case No OOC-11-015 THG. In Sussex
County, DE f/k/a UNICO of the amount of One Million Three Hundred Sixty
Thousand ($1,360,000) to Xxxxx Xx having an effective date of October 15,
2004.
/s/ Xxxx Xxx
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NT Holding Corp.
/s/ Xxxxx Xx
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Xxxxx Xx
