EXHIBIT 10.2
AGREEMENT
AND MUTUAL RELEASE
AGREEMENT AND MUTUAL RELEASE
THIS AGREEMENT AND MUTUAL RELEASE (hereinafter "Agreement") dated April
14, 2000 between Lifeline Enterprises, L L C, a Utah limited liability company,
having an office at 000 Xxxx 000 Xxxxx, Xxxxxxxxxxx, Xxxx 00000 (hereinafter
"Lifeline") and Environmental Products & Technologies Corporation, a Delaware
corporation having an office at 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx 9163 1 (hereinafter "EPTC").
WHEREAS, Lifeline is the registered owner of U.S. Patent No. 5,981,270
for Bio- Catalytic Oxidation Reactor and the corresponding pending P.C.T. patent
application; and
WHEREAS, Lifeline owns EPTC stock certificates Nos. 0611 & 0612 for
50,000 shares of EPTC common stock which have been held for over two years; and
WHEREAS, EPTC desires to acquire U.S. Patent No. 5,981,270 and the
corresponding P.C.T. application and is willing to remove the restrictions from
the EPTC stock certificates 0611 & 0612;
WHEREAS, EPTC and Lifeline are parties to two Letters of Understanding,
one dated Nov 5, 1997 and the second dated May 18, 1 998, ( the "Letters of
Understanding"), and
WHEREAS, Lifeline and EPTC and their respective principals, agents and
employees desire to amicably terminate any and all contracts and business
relationship between them and in accordance therewith to enter into a mutual
release of all claims and causes of action which exist or may in the future
arise out of said contracts and/or relationship heretofore existing between
these parties.
NOW, THEREFORE, in consideration of the mutual promises and obligations
set forth in this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged by this Agreement, the parties
hereto agree as follows.
1. Patent Rights. Lifeline hereby agrees to deliver to EPTC a formal
assignment of all right, title and interest in and to U S Patent
No. 5,981,270 for Bio-Catalytic Oxidation Reactor, together with
an assignment of the corresponding P.C.T. patent application.
2. Restricted Stock. EPTC hereby agrees to deliver to Lifeline an
opinion by EPTC legal counsel sufficient to effectuate removal of
all restrictions from EPTC certificates 0611 & 0612.
3. Free-trading Stock. EPTC hereby agrees to deliver to Lifeline
60,000 shares of unrestricted, tree-trading stock of EPTC.
4. Closing and Delivery. All assignments, opinions, certificates
and/or documents called for by this Agreement shall be delivered
to the respective parties at the time of execution of this
Agreement. Closing shall be at a time and place mutually agreeable
to the parties, but shall occur on or before May 05, 2000.
5. Release by EPTC. Effective upon the execution hereof EPTC, for
good and valuab1e consideration, the adequacy and receipt of which
are hereby acknowledged, for itself, its successors and assigns,
do hereby release and forever discharge Lifeline and its members
(Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx and Xxxxxx
X. Xxxxxx ), employees, agents, attorneys, successors, assigns,
heirs, executors and administrators, and each of them (
collectively "the Lifeline Re1easees"), from any and all claims,
demands, causes of action, and liabilities of every kind and
nature whatsoever, known and unknown, suspected and unsuspected,
which EPTC ever had, now has, and hereafter can, shall, or may
have, from the beginning of time to the date hereof, including but
not limited to any claims, demands, causes of action or
liabilities arising from (a) Life1ine's obligations under the
Letters of Understanding, and(b) any services performed by the
Lifeline Releasees for any other person or entity in the waste
management, composting or recycling business, including any
present or future competitor of EPTC.
6. Release by Lifeline. Effective only upon the completed delivery of
100% of the stock provided for in paragraph 3 above, Lifeline, for
itself, successors and assigns, will release and forever discharge
EPTC and its officers, directors, employees, agents, attorneys,
successors, assigns, heirs, executors and administrators, and each
of them (collectively, "the EPTC Releasees") from any and all
claims, demands, causes of action and liabilities of any kind and
nature whatsoever, known and unknown, suspected and unsuspected,
which Lifeline ever had, then has and thereafter can, shall or may
have from the beginning of time to the effective date hereof
inc1uding, but not limited to, any claims, demands, causes of
action or liabilities arising from EPTC's obligations under the
Letters of Understanding.
7. Power to Release. The parties each represent and warrant to each
other that they are the sole owners of the claims, demands, causes
of action and liabilities which they are releasing, and that they
have full power to give the releases provided for herein The
parties further represent and warrant to each other that they have
not assigned or transferred any of the claims, demands, causes of
action or liabilities released herein and the parties each agree
to indemnify and hold harmless from and against any claims,
demands, causes of action and liabilities, including attorneys'
fees incurred, arising out of the assertion by any third party of
any claims released herein.
8. Waiver of Unknown Claims. The parties each expressly waive the
provisions, rights and benefits of section 1542 of the California
Civil Code, which provides:
"Section 1542 General Release-Claims Extinguished. A general
release does not extend to claims which the creditor does not know
or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor."
9. Representation by Counsel. Lifeline has been represented in this
matter by Xxxx X. Xxxxx of the Law Offices of Xxxx X Xxxxx, and
EPTC have been represented in this matter by Xxxxx X. Xxxxxxxxx of
the Law Offices of Xxxxx X Xxxxxxxxx. The parties have each
entered into this Agreement and have given the releases provided
for herein upon the advice of counsel. The parties each represent
and warrant to each other that they have made such investigation
of their possible rights and claims that they deem appropriate,
and they each agree that they shall not be entitled to set aside
the releases provided herein even if they hereafter learn that
their understanding of the facts or law was incorrect or for any
other reason. The parties affirm that this Agreement is intended
to be final and binding between them, regardless of any claim or
misrepresentation, promise made without intention to perform,
concealment of fact, mistake of fact or law, or any other
circumstance whatsoever.
10. Notice. Any notices required or permitted to be given pursuant to
this Agreement shall be given by prepaid, certified mail,
addressed to the other parties indicated below or to any change of
address given one party to the other pursuant to written notice.
Lifeline: Lifeline Enterprises, L.L.C.
000 Xxxx 000 Xxxxx
Xxxxxxxxxxx, Xxxx 00000
EPTC: Environmental Products & Technologies Corporation
0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
11. General Provisions.
A. Entire Agreement. This Agreement constitutes and is the entire
agreement of the parties and supersedes all other prior
understandings and/or agreements between the parties regarding
the matters herein contained, whether verbal or written and fully
supersedes all prior negotiations, agreements, and understandings
of the parties including, but not limited to the Letters of
Understanding No representations or warranties shall be deemed to
have been made by either party in connection with this
transaction unless expressly herein set forth.
B. Assignment. Neither party shall be entitled to assign its
interest without the prior written approval of the other party.
C. Execution of Other Documents. Each of the parties agrees to
execute any other documents reasonably required to fully perform
the intentions of this Agreement.
D. Binding Effect. This agreement shall inure to and be binding upon
the parties hereto, their agents, employees, heirs, personal
representatives, successors and assigns.
E. No Waiver of Future Breach. The failure of one party to insist
upon strict performance or observance of this Agreement shall not
be a waiver of any future breach or of any terms or conditions of
this Agreement.
F. Attorney's Fees. In the event of any litigation arising out of
this Agreement, between any of the parties hereto, their heirs,
personal representatives, agents, successors or assigns, the
prevailing party shall be entitled to recover costs and
attorney's fees.
G. Time of Essence. The parties agree that time is of the essence in
regard to this Agreement.
H. Governing Law. This Agreement shall be governed and interpreted
by the laws of the State of California.
I. Execution of Multiple Originals. Two original counterparts of
this Agreement shall be executed by these parties.
J. Severability. In the event any provision of this Agreement
conflicts with the applicable law, such conflicts shall not
affect the provisions of this Agreement which can be given effect
without the conflicting provision.
IN WITNESS WHEREOF, the parties have hereunto set their hands the day
and year first above written.
ENVIRONMENTAL PRODUCTS &
TECHNOLOGIES CORPORATION,
a Delaware corporation
By: /s/ Xxxxxx Xxxxx
-----------------------
Xxxxxx Xxxxx, President
LIFELINE ENTERPRISES, LLC,
a Utah limited liability company
/s/ Xxxxxx Xxxxxx
-----------------------
Xxxxxx Xxxxxx, Manager
