AGREEMENT
THIS AGREEMENT is made this 15th day of June, 2001 between Xxxx
Xxxxxxxx ("Xxxxxxxx"), Xxxxx Xxxxxx ("Xxxxxx"), Method Products Corporation, a
Florida corporation, and MPC Integrated Technologies, Inc., a Florida
corporation (both of which shall hereinafter be referred to as "MPC").
By executing this Agreement the parties intend to fully and completely
resolve any and all claims and disputes which exist or which may exist as of the
date of this Agreement. The parties agree as follows:
1. If and when Xxxx Xxxxxxxxx and/or Xxxx Xxxxxxxx may individually
register for public resale any type of MPC stock owned by them
personally, Weitsman's common stock will be also be registered in such
offering or offerings, in an amount equal to the highest amount
registered by either Xxxx Xxxxxxxxx and/or Xxxx Xxxxxxxx for each such
offering or offerings.
2. MPC shall cause Xxxxxxxxx and Xxxxxxxx to release Weitsman from the
escrow Agreement entered into by all three parties in connection with
the merger between the Arielle Corp and Method Products Corp. MPC
represents that it will cause Xxxxxxxxx and Xxxxxxxx to deposit
addition shares owned by them in substitution thereof.
3. MPC shall continue to pay Weitsman and Helmkes' health insurance in the
form of COBRA payments for the next six months immediately following
the execution of this Agreement.
4. Weitsman and Xxxxxx shall retain the right to continue using and/or
owning the following items:
x. Xxxxxxxx and Xxxxxx each shall retain the right to use MPC's
corporate gasoline credit cards for six months following the
execution of this Agreement and each agree not to exceed
$180.00 per month in usage.
x. Xxxxxxxx and Xxxxxx shall retain the right to keep their
company issued cellular telephones for six months immediately
following the execution of this Agreement, each agree not to
exceed their basic plan plus $100.00 per month in overage
usage and thereafter have the option to change the cellular
telephones to their names. Once numbers have been transferred
to each, MPC will have no liability for these accounts.
x. Xxxxxxxx and Xxxxxx will together retain joint ownership of
the Panasonic copier from the Tampa office.
x. Xxxxxxxx and Xxxxxx will together retain joint ownership of
the fax machine from the Tampa office.
x. Xxxxxxxx and Xxxxxx will retain ownership of the network ready
HP Printer from the Tampa office.
5. The BellSouth ASR shall be transferred to Interface Technologies, Inc.
as promptly as reasonably possible after the execution of this
Agreement.
6. Weitsman and Xxxxxx are hereby released from their non-compete
agreements with MPC only as to the selling of local and long distance
service and shall have full access to the MPC customer base for the
marketing and sale of local and long distance services only. Weitsman
and Xxxxxx are entitled to use the MPC Integrated Technologies name
only as a reference in their telemarketing of MPC customers for their
local and long distance service.
7. MPC shall pay Weitsman the sum of $2,500.00 monthly starting on July
15th, 2001 and continuing on the fifteenth of each month thereafter
until all of Weitsman's personally guaranteed liabilities are paid in
full or otherwise removed or released by the party or parties named in
each personal guarantees and shall only be paid if Xxxx Xxxxxxxxx
and/or Xxxx Xxxxxxxx receive there pay in full or part on a bi-weekly
basis from MPC (based at the current amount of $50,000 per annum to be
paid bi-weekly as a normal course of business of MPC), and if the
$2500.00 payment is not made to Xx. Xxxxxxxx payment shall accrue with
8% annual interest rate. The checks shall be made payable to Xxxx
Xxxxxxxx, and shall be delivered to Xxxx Xxxxxxxx, 000 Xxxxxxx Xxxxxx,
Xxxx Xxxxx, Xxxxxxx 00000. See Exhibit "E" for a list of Guaranteed
liabilities of Xx. Xxxxxxxx.
8. MPC shall pay Weitsman the sum of $3,000.00 simultaneously with
Weitsman's signed resignation.
9. MPC shall pay all past due commissions owed to Xxxxxx by June 10, 2001.
10. Concurrent with the execution of this Agreement, Weitsman, by his
execution hereof, resigns from his position as a MPC board member,
chairman of the board and from all MPC officer and employee positions,
effective immediately, agrees that his employment agreement with the
Company is also than terminated, effective immediately, with no further
compensation or other remuneration of any type or sort whatsoever due
him thereunder with no liability of the Company to him whatsoever
thereunder, and in further consideration of MPC causing Xxxxxxxxx and
Xxxxxxxx to substitute additional MPC shares owned by them for shares
owned by Weitsman in connection with the Escrow arrangement described
in paragraph 2 above, agrees that any and all MPC stock options granted
to him are terminated, effective immediately upon his execution hereof.
11. Concurrent with the execution of this Agreement, Xxxxxx, by his
execution hereof, resigns from his employee positions, effective
immediately.
12. Concurrent with the execution of this Agreement the parties shall
execute the general releases attached hereto as Exhibits "A", "B", "C"
and "D".
13. This Agreement may be amended, modified or supplemented only by written
agreement of the parties hereto with respect to any of the terms
contained herein.
14. This Agreement may be executed in one or more counterparts, each of
which is deemed an original and all of which shall be considered one
and the same agreement, and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to
the other party.
15. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida, without reference to the choice or
conflict of law principles thereof, as to all matters, including but
not limited to, matters of validity, construction, effect, performance
and remedies.
16. The invalidity or unenforceability of any provision hereof shall not
affect the validity or enforceability of any other provision hereof.
17. All notices and other communications hereunder shall be given by
personal delivery or by registered or certified mail (return receipt
requested), postage prepaid, to the parties at the following addresses
(or at such other address for a party as shall be specified by like
notice, provided that notices of a change of address shall be effective
only upon receipt thereof):
(a) If to Xxxx Xxxxxxxx, to:
000 Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
(b) If to Xxxxx Xxxxxx, to:
0000 Xxxxxxxxx 0xx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
(c) If to Method Products Corporation and/or
MPC Integrated Technologies, Inc., to:
0000 Xxxxxxxxx 00xx Xxxxxx
Xxxxx 000X
Xxxxxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxxxxx, CEO
All such notices and other communications shall be deemed given or
delivered when received or when delivery thereof is refused.
18. Neither party may assign any of its or his rights or obligations under
this Agreement without the prior written consent of all the other
parties hereto. This Agreement shall be binding on and shall inure to
the benefit of the parties to this Agreement, and their successors and
permitted assigns. Subject to the foregoing sentence, no person or
entity not a party to this Agreement shall have any right under or by
virtue of this Agreement.
19. No waiver by either party of any default, misrepresentation, or breach
of warranty or covenant, whether intentional or not, shall be deemed to
extend to any prior or subsequent default, misrepresentation, or breach
of warranty or covenant or affect in any way any rights arising by
virtue of any prior or subsequent such occurrence.
20. This Agreement, including, without limitation, the Exhibits hereto,
contains the entire agreement among the parties with respect to the
subject matter hereof and there are no agreements, covenants,
understandings, representations or warranties among the parties with
respect to the subject matter hereof other than those set forth or
referred to herein.
21. All legal, accounting and other costs and expenses incurred in
connection with this Agreement and any of the transactions contemplated
hereby shall be borne and paid by the party incurring such costs and
expenses, and no party shall be obligated for any cost or expense
incurred by any other party.
22. In the event that any litigation shall arise based, in whole or in
part, upon this Agreement or any or all provisions contained herein,
then, in such event, the prevailing party in any such litigation shall
be entitled to recover from the non-prevailing party, and shall be
awarded by a court of competent jurisdiction, any and all reasonable
attorneys fees and costs of trial and appellate counsel, paid, incurred
or suffered by such prevailing party as a result of, arising from, or
in connection with, any such litigation. Jurisdiction and venue for any
action and/or proceeding relating to or arising from this Agreement
shall be solely in the Federal and/or State Courts located in Broward
County, Florida.
23. All of the parties hereto agree that MPC may file a copy of this
Agreement with the U.S. Securities and Exchange Commission.
IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.
/s/ Xxxx Xxxxxxxx Witness: /s/ Xxxxx Xxxxx
------------------------------------ ------------------------
Xxxx Xxxxxxxx
Date: 6/15/01 Date: 6/15/01
------------------------------ --------------------------
/s/ Xxxxx Xxxxxx Witness: /s/ Xxxx Xxxxxxxxx
------------------------------------ --------------------------
XXXXX XXXXXX
Date: 6/15/01 Date: 6/15/01
--------------------------- --------------------------
MPC INTEGRATED TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Xxxxxxxx Witness: /s/ Xxxxx Xxxxxx
-------------------------------- ----------------------
Date: 6/15/01 Witness: 6/15/01
------------------------------ ---------------------
METHOD PRODUCTS CORPORATION
By: /s/ Xxxx Xxxxxxxxx Witness: /s/ Xxxxxxx Xxxxxxxx
-------------------------------- ----------------------
Date: 6/15/01 Witness: 6/15/01
------------------------------ ---------------------
EXHIBIT A
GENERAL RELEASE
XXXX XXXXXXXX, hereinafter the "first party," for and in consideration
of the sum of Ten and 00/100 Dollars ($10.00), or other valuable consideration,
received from or on behalf of MPC INTEGRATED TECHNOLOGIES, INC., a Florida
corporation, and METHOD PRODUCTS CORPORATION, a Florida corporation, hereinafter
the "second party"
(Wherever used herein the terms "first party" and "second party" shall
include singular and plural, heirs, legal representatives, and assigns
of individuals, and the successors and assigns of the corporations,
wherever the context so admits or requires.)
HEREBY remises, releases, acquits, satisfies, and forever discharges
the second party of and from all, and all manner of action and actions and cause
and causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, executions, claims and
demands whatsoever, in law or in equity, which the first party had, now has, or
which any personal representative, successor, heir or assign of the first party
hereafter can, shall or may have against the second party for, upon or by reason
of any matter, cause or thing whatsoever, from the beginning of the world to the
date of this General Release's execution, including, but not limited to, all
claims and disputes which exist or which may exist as of the date of this
Release.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of June, 2001.
Signed, sealed and delivered in the presence of :
/s/ Xxxx Xxxxxxxx
-------------------------------- WITNESS: /s/ Xxxx Xxxxxxxxx
XXXX XXXXXXXX -----------------------
Signature
Xxxx Xxxxxxxxx
STATE OF FLORIDA: -------------------------------
COUNTY OF Broward : Print Name
-------------
The foregoing instrument was acknowledged before me this 28th day of
June, 2001 by XXXXX XXXXXX who is personally known to me or has produced
___________________ as identification and did or did not take an oath.
/s/ Xxxxx Xxxxx
-------------------------------
SIGNATURE OF NOTARY PUBLIC
STATE OF FLORIDA
Xxxxx Xxxxx
--------------------------------
PRINT NAME OF NOTARY PUBLIC
This Instrument Prepared By:
Xxxxxxx X. Xxxxx, Xx.
Xxxxx & Xxxxxxx, P.A.
000 Xxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
EXHIBIT B
GENERAL RELEASE
MPC INTEGRATED TECHNOLOGIES, INC., a Florida corporation, and METHOD
PRODUCTS CORPORATION, a Florida corporation, hereinafter the "first party," for
and in consideration of the sum of Ten and 00/100 Dollars ($10.00), or other
valuable consideration, received from or on behalf of XXXX XXXXXXXX, hereinafter
the "second party"
(Wherever used herein the terms "first party" and "second party" shall
include singular and plural, heirs, legal representatives, and assigns
of individuals, and the successors and assigns of the corporations,
wherever the context so admits or requires.)
HEREBY remise, release, acquit, satisfy, and forever discharge the
second party of and from all, and all manner of action and actions and cause and
causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, executions, claims and
demands whatsoever, in law or in equity, which the first party had, now has, or
which any successor or assign of the first party hereafter can, shall or may
have against the second party for, upon or by reason of any matter, cause or
thing whatsoever, from the beginning of the world to the date of this General
Release's execution, including, but not limited to, all claims and disputes
which exist or which may exist as of the date of this Release.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of June, 2001.
MPC INTEGRATED TECHNOLOGIES, INC.
By: Xxxx Xxxxxxxxx WITNESS:
---------------------------------
Signature
Xxxx Xxxxxxxxx, CEO /s/ Xxxx X. Xxxxxxxx
---------------------- -----------------------------
Print Name Signature
Xxxx X. Xxxxxxxx
-----------------------------
STATE OF FLORIDA: Print Name
COUNTY OF Broward :
---------------
The foregoing instrument was acknowledged before me this 28th day of
June, 2001 by Xxxx Xxxxxxxxx, of MPC INTEGRATED TECHNOLOGIES, INC., a Florida
corporation who is personally known to me or has produced ___________________ as
identification and did or did not take an oath.
/s/ Xxxxx Xxxxx
This Instrument Prepared By: -----------------------------
Xxxxxxx X. Xxxxx, Xx. SIGNATURE OF NOTARY PUBLIC
Xxxxx & Xxxxxxx, P.A.
601 Brickell Key Drive, Suite 702 Xxxxx Xxxxx
Xxxxx, Xxxxxxx 00000 ----------------------------
PRINT NAME OF NOTARY PUBLIC
METHOD PRODUCTS CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx WITNESS:
-------------------------
Signature /s/ Xxxxx Xxxxxx
-----------------------------
Xxxxxxx Xxxxxxxx
----------------------------- Signature
Print Name
Xxxxx Xxxxxx
-----------------------------
STATE OF FLORIDA: Print Name
COUNTY OF Broward:
The foregoing instrument was acknowledged before me this 28th day of
June , 2001 by Xxxxxxx Xxxxxxxx , of METHOD PRODUCTS CORPORATION, a Florida
corporation who is personally known to me or has produced ___________________ as
identification and did or did not take an oath.
/s/ Xxxxx Xxxxx
--------------------------------
SIGNATURE OF NOTARY PUBLIC
Xxxxx Xxxxx
--------------------------------
PRINT NAME OF NOTARY PUBLIC
EXHIBIT C
GENERAL RELEASE
XXXXX XXXXXX, hereinafter the "first party," for and in consideration
of the sum of Ten and 00/100 Dollars ($10.00), or other valuable consideration,
received from or on behalf of MPC INTEGRATED TECHNOLOGIES, INC., a Florida
corporation, and METHOD PRODUCTS CORPORATION, a Florida corporation, hereinafter
the "second party"
(Wherever used herein the terms "first party" and "second party" shall
include singular and plural, heirs, legal representatives, and assigns
of individuals, and the successors and assigns of the corporations,
wherever the context so admits or requires.)
HEREBY remises, releases, acquits, satisfies, and forever discharges
the second party of and from all, and all manner of action and actions and cause
and causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, executions, claims and
demands whatsoever, in law or in equity, which the first party had, now has, or
which any personal representative, successor, heir or assign of the first party
hereafter can, shall or may have against the second party for, upon or by reason
of any matter, cause or thing whatsoever, from the beginning of the world to the
date of this General Release's execution, including, but not limited to, all
claims and disputes which exist or which may exist as of the date of this
Release.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of June, 2001.
Signed, sealed and delivered in the presence of :
/s/ Xxxxx Xxxxxx
-------------------------------- WITNESS: /s/ Xxxx Xxxxxxxxx
XXXXX XXXXXX -----------------------
Signature
Xxxx Xxxxxxxxx
STATE OF FLORIDA: -------------------------------
COUNTY OF Broward : Print Name
-------------
The foregoing instrument was acknowledged before me this 28th day of
June, 2001 by XXXXX XXXXXX who is personally known to me or has produced
___________________ as identification and did or did not take an oath.
/s/ Xxxxx Xxxxx
-------------------------------
SIGNATURE OF NOTARY PUBLIC
STATE OF FLORIDA
Xxxxx Xxxxx
--------------------------------
PRINT NAME OF NOTARY PUBLIC
This Instrument Prepared By:
Xxxxxxx X. Xxxxx, Xx.
Xxxxx & Xxxxxxx, P.A.
000 Xxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
EXHIBIT D
GENERAL RELEASE
MPC INTEGRATED TECHNOLOGIES, INC., a Florida corporation, and METHOD
PRODUCTS CORPORATION, a Florida corporation, hereinafter the "first party," for
and in consideration of the sum of Ten and 00/100 Dollars ($10.00), or other
valuable consideration, received from or on behalf of XXXXX XXXXXX, hereinafter
the "second party"
(Wherever used herein the terms "first party" and "second party" shall
include singular and plural, heirs, legal representatives, and assigns
of individuals, and the successors and assigns of the corporations,
wherever the context so admits or requires.)
HEREBY remise, release, acquit, satisfy, and forever discharge the
second party of and from all, and all manner of action and actions and cause and
causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, executions, claims and
demands whatsoever, in law or in equity, which the first party had, now has, or
which any successor or assign of the first party hereafter can, shall or may
have against the second party for, upon or by reason of any matter, cause or
thing whatsoever, from the beginning of the world to the date of this General
Release's execution, including, but not limited to, all claims and disputes
which exist or which may exist as of the date of this Release.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of June, 2001.
Signed, sealed and delivered in the presence of :
MPC INTEGRATED TECHNOLOGIES, INC.
By: /s/ Xxxx Xxxxxxxxx WITNESS:
---------------------------------
Signature
Xxxx Xxxxxxxxx, CEO /s/ Xxxx Xxxxxxxx
---------------------- -----------------------------
Print Name Signature
Xxxx Xxxxxxxx
-----------------------------
STATE OF FLORIDA: Print Name
COUNTY OF Broward :
---------------
The foregoing instrument was acknowledged before me this 28th day of
June, 2001 by Xxxx Xxxxxxxxx of MPC INTEGRATED TECHNOLOGIES, INC., a Florida
corporation who is personally known to me or has produced ___________________ as
identification and did or did not take an oath.
/s/ Xxxxx Xxxxx
This Instrument Prepared By: -----------------------------
Xxxxxxx X. Xxxxx, Xx. SIGNATURE OF NOTARY PUBLIC
Xxxxx & Xxxxxxx, P.A.
601 Brickell Key Drive, Suite 702 Xxxxx Xxxxx
Xxxxx, Xxxxxxx 00000 -----------------------------
PRINT NAME OF NOTARY PUBLIC
METHOD PRODUCTS CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx WITNESS:
-------------------------
Signature /s/ Xxxxx Xxxxxx
-----------------------------
Xxxxxxx Xxxxxxxx Signature
-----------------------------
Print Name
Xxxxx Xxxxxx
-----------------------------
STATE OF FLORIDA: Print Name
COUNTY OF _____________:
The foregoing instrument was acknowledged before me this 28th day of
June, 2001 by Xxxxxxx Xxxxxxxx of METHOD PRODUCTS CORPORATION, a Florida
corporation who is personally known to me or has produced ___________________ as
identification and did or did not take an oath.
/s/ Xxxxx Xxxxx
--------------------------------
SIGNATURE OF NOTARY PUBLIC
Xxxxx Xxxxx
--------------------------------
PRINT NAME OF NOTARY PUBLIC
EXHIBIT E
Personally Guaranteed Liabilities
1) GE Capital
2) Old Kent Leasing (equipment lease)
3) Coastal Leasing (equipment lease)
4) 1997 Chevy Astro Van
5) 2000 Ford E-250 Van
6) 2000 Ford E-250 Van
7) 2000 Ford Explorer
8) 1998 Chevy Astro Van
9) 2000 Audi car
10) 1999 Mitsubishi car
11) 740i BMW
