Exhibit "B"
SETTLEMENT AGREEMENT AND RELEASE
Now comes, Xxxxxx Consulting Group, Inc., a Nevada corporation ("Xxxxxx")
and Xxxxxx Xxxxxxxx, an individual resident of California, ("Xxxxxxxx").
WHEREAS, the parties wish to compromise and resolve all outstanding
obligations between them that arise of that certain Consulting Agreement dated
the 19th day of March, 1999.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreement set forth herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Xxxxxx and Xxxxxxxx
agree as follows:
(1) Xxxxxx will deliver to Xxxxxxxx: i) Fifty Thousand (50,000) shares of
restricted common stock pursuant to Rule 144 in Professional Wrestling
Alliance Corporation (fka Jutland Enterprises, Inc.), ii) Jutland
Enterprises, Inc. shares certificate #1054, for Seven Thousand (7,000)
shares of common stock held in the name of Xxxxxxx Xxxxxxxx, and iii) a
Promissory Note in the sum of Five Thousand Dollars ($5,000) payable at
the earlier of ninety (90) days or the sale of Fifty Thousand (50,000)
shares of Professional Wrestling Alliance Corporation common stock
transferred to Xxxxxx by Xxxxx Xxxxxxxx.
(2) Xxxxxxxx will deliver by February 4 2000 the forms, powers and any
other document required, including Medallion Signature Guaranty on a
stock power, required to complete the transfer to Xxxxxx of Fifty
Thousand (50,000) shares of restricted, pursuant to Rule 144, common
stock in Professional Wrestling Alliance Corporation (fka Jutland
Enterprises, Inc.), currently held in the name of Xxxxx Xxxxxxxx,
certificate number 5368, dated January 23, 1994.
(3) Both parties hereby release the other from any and all claims that
arise from the Consulting Agreement dated the 19th day of March, 1999
and hereby agree that the same shall be of no force and or effect as of
this date forward. All prior payments and exchanges between the parties
are to be retained by the party presently in possession thereof and the
only obligation remaining on the parties is to complete paperwork to
complete any transfer or transaction to complete the process of
transfer of ownership. All other claims for payment or delivery are
hereby waived and released.
(4) This Agreement was negotiated and is being contracted for in Utah, and
shall be governed by the laws of the State of Utah, and the United
States of America, notwithstanding any conflict-of-law provision to the
contrary.
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(5) All other terms and conditions of the Consulting Agreement remain the
agreement of the parties and are in full force and effect except as
specifically waived or released herein.
IN WITNESS WHEREOF, the parties have executed this Settlement Agreement
and Release this 9th day of February 2000.
Xxxxxx Xxxxxxxx Xxxxxx Consulting Group, Inc.
A Nevada corporation
/s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxx
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Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxx, President
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