AGREEMENT
This Agreement is made this 14th day of July 1997 by and among Azurel
Ltd. ("Company"), Scent Overnight, Inc. ("Scent") and Xxxxxx Xxxxxx ("Semhon").
PREAMBLE
Semhon is an officer, director and principal shareholder of Azurel and
Scent. Semhon and Azurel are indebted to each other as hereinafter described.
Azurel is indebted to Scent pursuant to a promissory note dated October 1, 1996
given in payment for the purchase price of the assets of Scent ("Note"). The
parties desire to readjust the indebtedness among themselves and to modify the
Note.
NOW THEREFORE in consideration of the mutual promises herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Semhon acknowledges that he is indebted to Azurel in the amount of
$144,815. Azurel acknowledges that is indebted to Semhon in the amount of
$74,389. The amount due from Semhon is hereby set off against the amount due to
Semhon leaving a balance due from Semhon to Azurel of $70,426, which Semhon
confirms is validly due without counterclaim, set off or defense ("Semhon
Debt").
2. Azurel hereby assigns, sets over, conveys and delivers the Semhon
Debt to Scent in part payment of the Note and Scent hereby accepts such
assignment, without recourse against Azurel in part payment of the Note. Scent
hereby confirms that the amount due under the Note, after such payment, is
$154,574 plus interest at 9% per annum from the date of the Note.
3. Scent hereby agrees to the modification of the term of the Note as
more fully set forth in the amended and restated promissory note being executed
and delivered simultaneously with the execution hereof.
4. This Agreement shall be governed and construed in accordance with
the laws of the State of New York applicable to agreements made and to be
performed solely within such state. This agreement contains the entire
understanding of the parties on the subject matter hereof and all prior
discussions and negotiations are merged herein.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the day and year first above written.
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
Azurel Ltd.
By: /s/ Xxxxxxxxxxx Xxxxx
Scent Overnight, Inc.
By: /s/ Xxxxxx Xxxxxx
