EXHIBIT 10.23
MUTUAL FULL AND FINAL RELEASE
THIS Mutual Full and Final Release entered into between Jaford Holdings
Limited ("Jaford"), Xxxx Xxxxxxxxx ("Xxxxxxxxx") and Transformation Processing
Inc. ("TPI"), Joter Holdings Corporation ("Joter").
IN CONSIDERATION for mutual promise contained herein, the sum of THREE
HUNDRED AND SEVENTY- ONE THOUSAND DOLLARS ($371,000) paid by TPI to Jaford and
such further and other consideration, the receipt and sufficiency of which is
hereby acknowledged, Jaford, Xxxxxxxxx and TPI, Joter do hereby agree to
release, remise and forever discharge the other, their respective present and
former officers, directors, employees and affiliated or related corporations, of
and from all manner of actions, causes of actions, suits, debts, dues,
covenants, obligations, duties, claims and demands for monies, damages,
indemnity, costs and interest which, as against each other, they ever had, now
have or which they hereafter can, shall or may have for or by reason of any
cause, matter or thing whatsoever existing up to the present time, arising out
of or in any way related to the matters contained in, or that could have been
contained in, the action commenced by TPI and Joter against Jaford and Xxxxxxxxx
being Court File No. 98-CV-145558 in the Ontario Court (General Division) and
the Application commenced by Jaford against Joter and TPI being Court File No.
98-CV- 145464 in the Ontario Court (General Divisions).
IT IS EXPRESSLY UNDERSTOOD that the payment of the amount mentioned
within are deemed to be no admission of liability on the par of TPI or Joter,
and the
undersigned do covenant and agree that either by payment herein or otherwise is
any liability for the said matters in this Release admitted and such liability
is expressly denied.
JAFORD, XXXXXXXXX AND TPI, JOTER further agree not to make any claim or
take any proceedings in relation to the subject matters of this Release against
any other person or corporation or the Crown in which any claim could arise
against a party to this Release, for contribution or indemnity or any other
relief over.
JAFORD, XXXXXXXXX AND TPI, JOTER agree that this Mutual Full and Final
Release shall be binding upon and enure to the benefit of their respective
successors and assigns.
IT IS HEREBY DECLARED that the undersigned have had adequate
opportunity to read and consider this Mutual Full and Final Release and to
obtain such legal advice in regard to it as they have considered advisable, that
they have received the benefit of independent legal advice, and that the terms
of this Mutual Full and Final Release are fully understood and that the said
Mutual Full and Final Release is given voluntarily for the purpose of making a
full and final compromise, adjustment, settlement and release of all claims
aforesaid.
IN WITNESS WHEREOF the undersigned have executed this Release by their
corporate signing officer duly authorized in that regard this _____ day of _____
1998.
JAFORD HOLDINGS LIMITED
Per
/s/ XXXX XXXXXXXXX
-------------------------
I have the authority to bind the Corporation
/s/ XXXX XXXXXXXXX
-------------------------
XXXX XXXXXXXXX
TRANSPORTATION PROCESSING INC.
PER
/s/ XXXX XXXXXXX
-------------------------
I have the authority to bind the Corporation
JOTER HOLDINGS CORPORATION
PER
/s/ XXXX XXXXXX
------------------------
I have the authority to bind the Corporation
