AGREEMENT
EXHIBIT 10.17
THIS AGREEMENT (this “Agreement”) is made and entered into as of the 16th day of July
2009 by and among American Claims Evaluation, Inc., a New York corporation (“Present
Owner”), Xxxx Xxxxxxx, an individual with an address at 0000 Xxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxx,
XX 00000 (the “Former Majority Shareholder”), Xxxx Palin Torrens, an individual with an
address at 0000 Xxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxx, XX 00000 (“X. Xxxxxxx”), and Xxxxxxx
Palin Torrens, an individual with an address at 0000 Xxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxx, XX 00000
(“X. Xxxxxxx”). Each of the Former Majority Shareholder, X. Xxxxxxx and X. Xxxxxxx are
sometimes hereinafter individually referred to as a “Prior Owner” and collectively as the
“Prior Owners”.
RECITALS
WHEREAS, Present Owner entered into a Stock Purchase Agreement made and entered into as of
September 12, 2008 with Prior Owners pursuant to which, among other things, Present Owner
purchased all of the outstanding shares of stock of Interactive Therapy Group Consultants, Inc.
(the “Acquired Company”) from Prior Owners;
WHEREAS, the Stock Purchase Agreement contained, among other things, certain provisions
regarding what the Stock Purchase Agreement defined as the Minimum Net Deficiency which, in part,
required certain computations to be made following the Closing;
WHEREAS, in conjunction with the Prior Owners’ sale of their shares in the Acquired Company,
the Acquired Company agreed to and did enter into an Employment Agreement with the Former Majority
Shareholder; and
WHEREAS, certain disputes have arisen among the parties regarding various elements of the
transaction and the parties have reached a resolution of their differences.
NOW, THEREFORE, in consideration of the mutual promises and other consideration provided for
in this Agreement, and intending to be legally bound, the parties hereby agree as follows:
1. In full settlement of all claims between and among the parties arising from or relating to
the computation of the Minimum Net Deficiency (the “Settled Claims”), and solely the Settled
Claims, each party hereto releases and discharges each other from any claims or causes of action
arising from or relating to such computation.
2. In consideration of the foregoing, the Former Majority Shareholder agrees to a modification
of his Employment Agreement with the Acquired Company as set forth in Section 3 of such Employment
Agreement to reduce his Compensation to One Hundred Thousand Dollars and 00/100 ($100,000.00).
Such reduction shall take effect beginning with the bi-weekly payment next coming due to the Former
Majority Shareholder following execution and delivery of this Agreement by all parties hereto and
ending with the last bi-weekly payment made prior to the expiration of the Term of Employment, as
set forth in Section 2 of the Employment Agreement.
3. In further consideration of the foregoing, no later than September 9, 2010, the Former
Majority Shareholder shall pay to Present Owner, in immediately available funds, subject to
collection, $87,400.00 plus interest computed at the rate of 2% per annum simple commencing August
1, 2009 (the “Payment”).
4. As further security for the Payment, the Former Majority Shareholder shall execute an
affidavit in the form and containing the substance set forth on Exhibit A and authorizes Present
Owner to enter a judgment by confession in an amount equal to the portion of the Payment remaining
uncollected on September 10, 2010.
5. Section 6(a) of the Employment Agreement is amended to correct a scrivener’s error so as to
substitute the word and number “five (5)” for the word and number “two (2)”.
6. Other than as expressly stated herein the Stock Purchase Agreement and the Employment
Agreement are ratified and affirmed and continue as originally written.
7. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms
hereof may be waived, only by a written instrument signed by authorized representatives of the
parties or, in the case of a waiver, by an authorized representative of the party waiving
compliance. No such written instrument shall be effective unless it expressly recites that it is
intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with
one or more of the terms hereof, as the case may be. No delay on the part of any party in
exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any
waiver on the part of any party of any such right, power or privilege, or any single or partial
exercise of any such right, power or privilege, preclude any further exercise thereof or the
exercise of any other such right, power or privilege. The rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law
or in equity.
8. This Agreement shall inure to the benefit of and be binding upon the heirs, executors and
successors of the parties hereto.
9. This Agreement may be executed by the parties hereto in separate counterparts which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and date first
above written.
| AMERICAN CLAIMS EVALUATION, INC. |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | President and Chief Executive Officer | |||
| /s/ Xxxx Xxxxxxx | ||||
| Xxxx Xxxxxxx | ||||
| X. XXXXXXX |
||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Xxxx Xxxxxxx, as parent for a minor child | ||||
| X. XXXXXXX |
||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Xxxx Xxxxxxx, as parent for a minor child | ||||
| With respect to paragraph 2 and 5 above: INTERACTIVE THERAPY GROUP CONSULTANTS, INC. |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Chief Executive Officer | |||
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