Exhibit 10.25
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT ("Agreement") made effective as of September 21,
1999 by and between TransGlobal Financial Corporation ("TGF"), a Florida
corporation having its principal place of business at 0000 Xxxxxxx Xxxx Xxxx,
Xxxxx 000, Xxx Xxxxxxx, XX 00000, and Corgenix Medical Corporation ("COGX"), a
Nevada corporation having its principal place of business at 00000 Xxxxx Xxxxxx,
Xxxxxxxxxxx, XX 00000.
RECITALS
A. TGF and COGX executed a Consulting Agreement dated May 22, 1998
("Consulting Agreement").
B. COGX has not paid the monthly retainer to TGF, as provided in the
Consulting Agreement, since August 1998.
C. TGF and COGX desire to: (i) settle and amicably resolve all claims
made and which could be made by and against the other; and (ii) terminate the
Consulting Agreement and any and all other agreements now existing between
the parties.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth in this Settlement Agreement, COGX and TGF hereby agree as follows:
1. Consulting Agreement. The Consulting Agreement is hereby terminated in
all respects effective the date of this Agreement. In consideration
of TGF agreeing to termination of the Consulting Agreement, COGX
agrees to issue to TGF 272,727 shares of COGX Common Stock (the
"Settlement Shares") (calculated as $60,000.00 divided by $0.22,
which is the average of the closing prices of COGX Common Stock for
the 30 trading days preceding September 1, 1999). TGF acknowledges
that the Settlement Shares have not been registered and are thus
restricted securities, as such term is defined in the Securities Act
of 1933, as amended (the "Act"), and therefore may not be sold or
otherwise transferred except pursuant to a registration statement
under the Act or in a transaction qualifying for an exemption from
registration under the Act.
2. Releases. COGX and TGF have executed and delivered General Releases of
even date herewith (copies attached) releasing each other from all
claims as described in the Releases.
3. Resignation of Xxxx Xxxxx. COGX and TGF agree that simultaneously with
the execution of this Agreement, Xxxx Xxxxx will resign from the
Board of Directors of COGX.
4. Past Due Consulting Fees, Promissory Note. COGX agrees to pay all of
the past due consulting fees to TGF in the form of a Promissory Note
("Note") attached to this Agreement. The Note shall have a face
amount of $55,000 and bear interest at the prime interest rate plus
two percent (2%). The principal and interest shall be paid to TGF by
COGX in 12 monthly installments, with the first payment to be made at
the execution of this Agreement by both parties.
5. Short Swing Profits, Expense Reimbursement. At the execution of this
Agreement, the Short Swing Profits realized by TGF from the sale of
COGX common stock owned by TGF is considered paid in exchange for TGF
waiving reimbursement of business expenses previously incurred by TGF
in performing its duties under the Consulting Agreement on behalf of
the Company plus waiver by TGF of all interest due on unpaid
consulting fees.
6. Execution. Each of TGF and COGX acknowledge, agree and represent to
each other that: (i) this Agreement, the General Releases, the
Settlement Shares, the Note, the resignation of Xxxx Xxxxx, and the
other amounts due under this Agreement (collectively the
"Settlement Documents") are not and shall not be deemed or
construed to be an admission of liability or that either TGF and
COGX has rights against the other or any entity referred to in this
Agreement; (ii) it has thoroughly discussed all aspects of the
Settlement Documents with counsel of its choice; (iii) it has
carefully read and fully understands all of the provisions of the
Settlement Documents; (iv) it is voluntarily entering into the
Settlement Documents; (v) in executing the Settlement Documents, it
does not rely and has not relied upon any representation or
warranty or statement made by the other or any of his or its
agents, representatives or attorneys with regard to the subject
matter, basis or affect of the Settlement Documents or otherwise,
not set forth in the Settlement Documents; and (vi) none of the
claims intended to be covered by the General Releases have been
previously assigned, sold, transferred or hypothecated.
7. Confidentiality. COGX and TGF agree that the terms and conditions of
this Agreement shall remain confidential and shall not be disclosed
to any other person except as required by law or as required in
connection with enforcement of the provisions of this Settlement
Agreement.
8. General.
a. Notices. All notices or other communications required or permitted to
be given pursuant to this Agreement shall be in writing and
shall be considered as properly given or made if hand
delivered, mailed from within the United States by certified
or registered mail, or sent by prepaid telegram to the
applicable address(es) appearing in the preamble to this
Agreement, or to such other address as a party may have
designated by like notice forwarded to the other parties
hereto. All notices, except notices of change of address,
shall be deemed given when mailed or hand delivered and
notices of change of address shall be deemed given when
received.
b. Binding Agreement; Non-Assignability. Each of the provisions and
agreements contained in this Agreement shall be binding upon and
inure to the benefit of the personal representatives, heirs,
devisees, successors and assigns of the respective parties
hereto; but none of the rights or obligations attaching to any
party shall be assignable.
c. Entire Agreement. This Agreement, and the other documents referenced
herein, constitute the entire understanding of the parties
hereto with respect to the subject matter hereof, and
supersedes any prior understandings or agreements, oral or
written, and no amendment, modification or alteration of the
terms hereof shall be binding unless the same be in writing,
dated subsequent to the date hereof and duly approved and
executed by each of the parties hereto.
d. Headings. The headings of this Agreement are inserted for convenience
and identification only, and are in no way intended to
describe, interpret, define or limit the scope, extent or
intent hereof.
e. Application of Colorado Law. This Agreement, and the application or
interpretation thereof, shall be governed exclusively by its
terms and by the laws of Colorado.
f. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument. An executed facsimile maybe deemed an original.
g. Costs of Collection and Legal Fees. Each of TGF and COGX shall
be liable to the other and shall pay the other immediately on
demand as part of his or its obligations under this Agreement
all costs and expenses of the other, including all reasonable
fees and disbursements of counsel incurred in the collection or
enforcement of each of his or its rights under this Agreement,
through trial and all appeals.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
set forth above.
CORGENIX MEDICAL CORPORATION
By: s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx, President
TRANSGLOBAL FINANCIAL CORPORATION
By: s/Xxxx X. Mustafoglu
Xxxx X. Mustafoglu, President
STATE OF COLORADO)
COUNTY OF ________) SS.:
On this ____ day of August, 1999, before me personally came Xxxxxxxx X. Xxxxxxx,
to me personally known, who being by me duly sworn, did depose and say that he
is the President of Corgenix Medical Corporation, the corporation described in,
and which executed the within Instrument; and that he signed his name thereto by
order of the board of directors of said corporation.
---------------------------------
Notary Public
STATE OF CALIFORNIA)
COUNTY OF ________) SS.:
On this ____ day of August, 1999, before me personally came Xxxx X. Mustafoglu
to me personally known, who being by me duly sworn, did depose and say that he
is the President of TransGlobal Financial Corporation, the corporation described
in, and which executed the within Instrument; and that he signed his name
thereto by order of the board of directors of said corporation.
---------------------------------
Notary Public
GENERAL RELEASE
KNOW ALL MEN BY THESE PRESENTS:
That TransGlobal Financial Corporation ("First Party") for and in
consideration of the sum of Ten and no/100 Dollars ($10.00) and other
valuable considerations, received from or on behalf of Corgenix
Medical Corporation, a Nevada corporation, and any present or former
officers, directors, shareholders, employees, partners, agents,
consultants and attorneys of said party (collectively "Second
Party"), the receipt whereof is hereby acknowledged;
(Wherever used herein the terms "First Party" and "Second Party"
shall include singular and plural, heirs, legal representatives, and
assigns of individuals, and the successors and assigns of
individuals, and the successors and assigns of corporations.)
HEREBY remises, releases, acquits, satisfies and forever discharges the said
Second Party, of and from all, and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgements, executions, claims and
demands whatsoever, in law or in equity, which said First Party ever had,
hereafter can, shall or may have, against said Second Party, for, upon or by
reason of any matter, cause or thing whatsoever, from the beginning of the world
to the day of these presents, including, but not limited to, any claims and
causes of action raised or which could have been raised in connection with the
matters contained in the Letter of Intent dated March 6, 1998 and the Consulting
Agreement dated May 22, 1998 between the First Party and the Second Party.
This release shall be deemed executed in and construed according to the
laws of the State of Colorado.
IN WITNESS WHEREOF, I have set my hand and seal this 21st day of
September, 1999.
TRANSGLOBAL FINANCIAL CORPORATION
By: s/Xxxx X. Mustafoglu
Xxxx X. Mustafoglu, President
GENERAL RELEASE
KNOW ALL MEN BY THESE PRESENTS:
That Corgenix Medical Corporation ("First Party") for and in
consideration of the sum of Ten and no/100 Dollars ($10.00) and other
valuable considerations, received from or on behalf of TransGlobal
Financial Corporation, a Nevada corporation, and any present or
former officers, directors, shareholders, employees, partners,
agents, consultants and attorneys of said party (collectively "Second
Party"), the receipt whereof is hereby acknowledged;
(Wherever used herein the terms "First Party" and "Second Party"
shall include singular and plural, heirs, legal representatives, and
assigns of individuals, and the successors and assigns of
individuals, and the successors and assigns of corporations.)
HEREBY remises, releases, acquits, satisfies and forever discharges the said
Second Party, of and from all, and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgements, executions, claims and
demands whatsoever, in law or in equity, which said First Party ever had,
hereafter can, shall or may have, against said Second Party, for, upon or by
reason of any matter, cause or thing whatsoever, from the beginning of the world
to the day of these presents, including, but not limited to, any claims and
causes of action raised or which could have been raised in connection with the
matters contained in the Letter of Intent dated March 6, 1998 and the Consulting
Agreement dated May 22, 1998 between the First Party and the Second Party.
This release shall be deemed executed in and construed according to the
laws of the State of Colorado.
IN WITNESS WHEREOF, I have set my hand and seal this 20th day of October,
1999.
CORGENIX MEDICAL CORPORATION
By: s/Xxxxxxxx X.Xxxxxxx
Xxxxxxxx X. Xxxxxxx, President
