SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is entered into this
5th day of May, 2000 by and among TEXMONT, INC., a Nevada corporation
("Texmont"), Xxxxx X. Xxxxxxxxx & Associates, a Texas general partnership
("Xxxxxxxxx & Associates"), Xxxxx X. Xxxxxxxxx, individually and in his capacity
as general partner of Xxxxxxxxx & Associates (collectively, "Xxxxxxxxx"), and
Ryerson Corporation A.V.V. ("Ryerson").
RECITALS
WHEREAS, Ryerson is the sole shareholder of Texmont; and
WHEREAS, Texmont and Xxxxxxxxx & Associates entered into that certain
License Agreement dated as of May 28, 1999, as amended (the "License
Agreement"), whereby Xxxxxxxxx & Associates granted to Texmont a three-year
exclusive license for distribution of Biocatalyst and related products in
Massachusetts; and
WHEREAS, Xxxxxxxxx & Associates acquired its right to sublicense
Biocatalyst to Texmont from NW Technologies, Inc.; and
WHEREAS, Xxxxxxxxx has notified Texmont that Xxxxxxxxx & Associates will be
unable to fulfill its obligations under the License Agreement due to a legal
dispute between Xxxxxxxxx and NW Technologies, Inc.; and
WHEREAS, Texmont and Ryerson have been damaged by Xxxxxxxxx & Associates'
inability to fulfill its obligations under the License, including, without
limitation, damages caused by having to withdraw the Company's registration
statement with the Securities and Exchange Commission;
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NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. In consideration of Xxxxxxxxxxxxxxx.xxx, Inc., an affiliate of
Xxxxxxxxx & Associates, granting to Ryerson an exclusive license of even date
herewith to distribute Xxxxxxxxxxxxxxx.xxx products in the state of
Massachusetts, Ryerson, its successors and assigns, hereby release, acquit and
discharge Xxxxxxxxx & Associates, its affiliates, successors and assigns, its
present and former employees, partners, and agents, both individually and in
their partnership capacities, from any and all claims, actions, disputes, causes
of action, rights, demands, debts, damages, costs and attorneys fees, or other
accountings of every kind or nature arising out of the purchase of Texmont stock
and the License Agreement, and from any and all liability for any acts or
omissions of Xxxxxxxxx & Associates, its present and former employees, partners,
and agents, whether presently known or unknown, including without limitation
those claims, damages, or disputes which could be or have been alleged to have
arisen under common law, including without limitation corporate fiduciary
claims, or under any federal or state securities statute or regulation,
including without limitation claims under Sections 12 and 17 of the Securities
Act of 1933, except as provided in Paragraph 3.
2. Xxxxxxxxx hereby agrees to diligently prosecute his claims against
NW Technologies in an attempt to recover his ability to fulfill his obligations
to Texmont under the License Agreement, and to take Texmont's interests in the
License Agreement into account in any settlement agreement he may enter into
with NW Technologies concerning Biocatalyst rights.
3. Paragraph 1 shall not release Xxxxxxxxx or Xxxxxxxxx & Associates
from their performance obligations under the License Agreement or any claims,
actions, disputes, causes of action, rights, demands, debts, damages, costs and
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attorneys fees, or other accountings of every kind or nature which Texmont may
have arising out of the License Agreement, and from any and all liability for
any acts or omissions of Xxxxxxxxx & Associates, its present and former
employees, partners, and agents, whether presently known or unknown, including
without limitation those claims, damages, or disputes which could be or have
been alleged to have arisen under common law or state or federal law or
regulation, including without limitation breach of contract; provided, however,
that Texmont shall not prosecute any of its claims against Xxxxxxxxx &
Associates under this Paragraph 3 so long as Xxxxxxxxx complies with his
obligations under Paragraph 2; and provided further, that upon the consummation
of a merger or reorganization of Texmont with or into any other corporation, or
sale of substantially all of the assets of Texmont, Texmont' rights under this
Paragraph 3 shall be extinguished.
4. Ryerson understands and agrees that the agreements by Xxxxxxxxx &
Associates set forth herein represent and constitute Xxxxxxxxx & Associates'
total offer to resolve and fully and finally settle any and all claims, actions,
disputes, causes of action, rights, demands, debts, damages, costs and attorneys
fees, and other accountings of every kind and nature between Ryerson and
Xxxxxxxxx & Associates, and that it is a full, complete and adequate
consideration and compensation for Ryerson's agreement to sign this Agreement
and that Ryerson will receive no other or further consideration under the terms
hereof or otherwise.
5. The parties acknowledge and agree that this settlement is upon
compromise of disputed claims and that nothing contained herein shall be
construed to be an admission of any kind by any party to this Agreement.
6. This Agreement prevails over prior communications regarding the
matters contained herein. This Agreement contains the entire understanding of
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the matters between the parties and no representation, warranty, or promise has
been made or relied on by any party hereto other than as set forth herein.
7. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, their respective heirs, legal representatives, successors
and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the day first written above.
XXXXX X. XXXXXXXXX & ASSOCIATES TEXMONT INC.
/s/ /s/
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By Xxxxx X. Xxxxxxxxx, General Partner By Xxxxxxx Xxxxxxx, President
Ryerson Corporation, A.V.V. XXXXX X. XXXXXXXXX
/s/ /s/
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Ryerson Corporation, A.V.V. Xxxxx X. Xxxxxxxxx
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