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Exhibit 10.3
SETTLEMENT AND RELEASE AGREEMENT
THIS SETTLEMENT AND RELEASE AGREEMENT is made as of the 30th day of
June, 1999, by and between LAHAINA ACQUISITIONS, INC., a Colorado corporation
("Lahaina"), and XXXXXX XXXXX, a resident of the State of Florida and the owner
and operator of the real estate brokerage doing business under the trade name
"Xxxxx Real Estate Services" ("Xxxxx"). Capitalized terms not defined herein
have the meanings set forth in that certain Purchase and Sale Agreement dated
March 1, 1999 by and between Lahaina, Xxxxx and Xxxxx Real Estate Services (the
"Purchase and Sale Agreement").
W I T N E S S E T H:
WHEREAS, Lahaina is a party to that certain Agreement and Plan of
Merger dated June __, 1999 (the "Agreement") between Lahaina, XXXX 1, Inc.
("XXXX 1"), Accent Real Estate Group, Inc. ("Accent"), Mongoose Investments, LLC
("Mongoose"), the Beneficial Owners and the Shareholders (as defined in the
Agreement) pursuant to which XXXX 1, a wholly-owned subsidiary of Lahaina, shall
merge with and into Accent;
WHEREAS, Lahaina has agreed to enter into this Settlement and Release
Agreement as a condition to closing of the Agreement;
WHEREAS, Lahaina is willing to terminate its interest in the Assets
pursuant to the Purchase and Sale Agreement, on all terms and conditions set
forth herein, so as to induce Accent to merge with Lahaina pursuant to the
Agreement and Plan of Merger;
NOW, THEREFORE, for and in consideration of the premises and covenants
and mutual agreements contained herein, the parties hereto agree as follows:
1. Xxxxx hereby agrees to terminate the Purchase and Sale Agreement and
any and all agreements related thereto, contemplated thereof, or in connection
therewith, which hereby is of no further force and effect, and release and
discharge any claims or demands she (or any entity with which she is in any way
affiliated), now has or ever may have against Lahaina arising in connection with
the Purchase and Sale Agreement or related transactions, including, but not
limited to, any and all employment or consulting agreements or understandings
entered into with Lahaina in connection with or contemplated by the Purchase and
Sale Agreement.
2. In consideration of Xxxxx'x agreements in Section 1 above, Lahaina
agrees (a) to pay Xxxxx $30,000 in full settlement of any and all obligations,
except
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that Lahaina shall pay any unpaid but owed prior incidental expenses incurred by
Xxxxx through the operation of Xxxxx Real Estate Services from April 1, 1999 to
the date of this Agreement and (b) to allow Xxxxx to retain the 20,000 shares of
Lahaina no par value per share Common Stock issued to Xxxxx in payment of the
Purchase Price.
3. This Agreement shall be governed by the laws of the State of Georgia
This Agreement may be executed in one or more counterparts, each of which may be
considered an original and all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first written above.
LAHAINA ACQUISITIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Chief Executive Officer
Sworn to and subscribed /s/ Xxxxxx Xxxxx (Seal)
before me this ____ day of ------------------------------
------, -----. Xxxxxx Xxxxx
/s/ Xxxxxxx X. Xxxxx
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Notary Public
My Commission Expires: June 30, 1999
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CONSENTED AND AGREED TO BY:
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L. Xxxxx Xxxxxxx
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