SETTLEMENT AGREEMENT AND RELEASE
SETTLEMENT
AGREEMENT AND RELEASE
This
Settlement Agreement and Release (the "Release Agreement") is entered by and
between XXXXXX
X.
XXXXXXX (RS) and ZANN CORP (ZC)., a Nevada corporation (collectively, the
"Purchaser")
and XXXXXXX XXXX and XXXXXXXX XXXXX XXXXXXX (collectively, the "Sellers" or
D/S),
the
significant stockholders of SARTAM INDUSTRIES, INC., a Florida corporation
("Sartam"). The
purpose of this Release Agreement is to terminate that certain Stock Purchase
Agreement dated June 27,
2005,
along with all related documents referenced therein and otherwise attached
thereto as attachments,
and that certain Amended Promissory Note dated August 4, 2005 and that certain
consulting Agreement between Purchaser and Seller (all hereafter collectively
referred to as the "Agreements").
Accordingly,
in consideration of ten dollars and other good and valuable consideration,
the
receipt and sufficiency of which is hereby acknowledged, effective December
31,
2005, the parties hereby agree that
the
Agreements are hereby terminated, dissolved and of no further force and effect.
As further consideration
for this Agreement, RS and ZC warrant and covenant that they have left SARTAM
Industries Inc.
in
the same or better financial and operating condition than prior to June 2005.
RS
and ZC also warrant and covenant that they have not created any additional
debt
to SARTAM, that no liens have been placed or filed
against SARTAM since June, 2005, and that they are not aware of any facts or
circumstances that may lead to any suits, proceedings, claims, actions or causes
of actions to be filed against SARTAM. RS and ZC hereby
agree to defend, indemnify and hold SARTAM and Sellers harmless in the event
of
any breach or falsity
in the above referenced warranties and covenants.
Except
for their obligations under this instant Settlement Agreement and Release,
the
parties hereto
release one another for any claims arising from or related to the Agreements.
All rights and ownership
of D/S including Sartam stock and votes are returned to D/S immediately upon
the
signing of this
agreement, and RS and ZC will retain no rights associated with the stock. Any
stock powers or proxies previously delivered by Sellers to Purchasers are hereby
void and of no further force and effect. Purchaser hereby
authorizes Escrow Agent, Burgess, Harrell, Macuso, Xxxxx & Xxxxxx, P.A., to
return all shares of stock
to
Sellers held by said Escrow Agent pursuant to that certain Escrow Agreement,
Exhibit "C" to the Stock
Purchase Agreement referenced above, and appoints as their attorney in fact
and
otherwise directs the officers
of SARTAM to transfer said shares of stock back to the original Sellers' name
as
though the Agreements
had not been entered into.
IN
WITNESS WHEREOF, this
Agreement has been executed the 31 day of December, 2005.
|
/s/
Xxxxxx X. Xxxxxxx
|
||
|
XXXXXX
X. XXXXXXX
|
||
|
By:
|
/s/ Xxxxxx X. Xxxxxxx | |
|
Print
Name: Xxxxxx X. Xxxxxxx
|
||
|
Title:
President
|
||
|
/s/
Xxxxxxx Xxxx
|
||
|
XXXXXXX
XXXX
|
||
|
/s/
Xxxxxxxx Xxxxx Xxxxxxx
|
||
|
XXXXXXXX
XXXXX XXXXXXX
|
||
