Exhibit 10(ef)
CROSS-RELEASE
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Cross-Release, dated as of March 31, 2004, between, on the one hand, Infinite
Technology Corporation, a Delaware corporation ("ITC"), and, on the other hand,
NCT Group, Inc., a Delaware corporation ("NCT"), and Advancel Logic Corporation,
a California corporation ("Advancel" and, collectively with NCT, the
"Company")1.
The parties hereto hereby agree as follows:
1. Release. Except as set forth in Section 2 hereof, each of the Company and
ITC (each, in this capacity, a "Releasor") hereby irrevocably and
unconditionally releases the other, the other's direct and indirect
subsidiaries and affiliates and the officers, directors, shareholders,
employees and agents of all of the foregoing (collectively, "Releasee"),
from any and all obligations, liabilities, debts, judgments, damages,
causes of action, claims, counterclaims, suits and demands, whether known
or unknown, against Releasee, that Releasor ever had, now has or may
hereafter have, arising or allegedly arising from any agreement,
obligation, right or source whatsoever (collectively, the "Claims").
2. Share Holdings. Nothing in this Cross-Release shall affect any shares of
stock of a party hereto that are held, as of the date hereof, by another
party hereto or shall affect the holding party's rights as a shareholder in
connection therewith.
3. Miscellaneous. Nothing in this Cross-Release shall be construed as an
admission of liability or wrongdoing by Releasor or Releasee. Each of
Releasor and Releasee hereby represents and warrants to the other that it
has not assigned any Claim to any third party. This Cross-Release
represents the entire agreement between the parties hereto with respect to
the subject matter hereof. This Cross-Release shall bind the parties hereto
and their respective successors and assigns. This Cross-Release may be
executed in counterparts. This Cross-Release shall be governed by
Connecticut law.
IN WITNESS WHEREOF, the parties have executed this Cross-Release as of the date
first set forth above.
NCT GROUP, INC. ADVANCEL LOGIC CORPORATION
By: /s/ Xx X. Xxxxxxx By: /s/ Xx X. Xxxxxxx
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Name: Xx X. Hamoond Name: Xx X. Xxxxxxx
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Title: Sr. Vice President & Chief Title: Chief Financial Officer
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Financial Officer
INFINITE TECHNOLOGY CORPORATION
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxx
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Title: CEO
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1 In some of the documentation relating to prior transactions between or among
the parties hereto, Advancel Logic Corporation was erroneously referred to as
"Advancel Logic, Inc." and "Advancel Logic Incorporated."
