EXHIBIT 10.25
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
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THIS SETTLEMENT AGREEMENT and MUTUAL RELEASE ("Agreement") is made
by and between ULTRASTRIP SYSTEMS, INC. ("Ultrastrip") and MIRKIN & XXXXX, P.A.
("M&W").
Recitals
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WHEREAS, there is an action pending in the Circuit Court for the
Fifteenth Judicial Circuit, Palm Beach County, Florida (the "Court") styled
Ultrastrip Systems, Inc. vs. Mirkin & Xxxxx, P.A. (the "Action"); and
WHEREAS, the parties, after due consideration, now desire to resolve,
settle and discharge any and all existing and prospective claims, counterclaims,
third-party claims, controversies, disputes and causes of action, which were
raised or which could have been raised and/or which may relate to or arise out
of or in any way concern the Action.
NOW, THEREFORE, in consideration of the mutual Recitals and Covenants
contained herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Covenants
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1. Recitals:
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The above Recitals are true and correct and are incorporated herein as
material Covenants to this Agreement.
2. Consideration:
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(a) Ultrastrip shall pay to M&W the total of fifty thousand
dollars ($50,000) as follows:
(i) Upon execution of this Agreement, Ultrastrip
shall pay M&W an initial payment (the "Initial Payment") in the sum of twenty
five thousand dollars ($25,000) payable to the Xxxxxxx X. Xxxxxxxxx, Esq. Trust
Account.
(ii) The remaining balance of twenty five thousand
dollars ($25,000) shall be paid in monthly installments of one thousand five
hundred dollars ($1,500) with each installment due on the fifteenth day of each
successive month beginning on December 15, 2004, and the final payment of two
thousand five hundred dollars ($2,500) shall be due on March 15, 2006. All
installment payments shall be paid in good funds to the order of Mirkin & Xxxxx,
P.A., and delivered to 0000 Xxxxxxx Xxxxxx #000, Xxxxxxxxxx, Xxxxxxx, 00000 or
such other address as M&W shall notify Ultrastrip in writing.
(b) Upon execution of this Agreement, Ultrastrip shall deliver
to M&W a Stock Purchase Warrant in the form attached hereto as Exhibit "A" (the
"Warrant"), which Warrant shall, for a period of five years, entitle M&W to
purchase two hundred twenty five thousand (225,000) shares of Ultrastrip's
common stock at a price of one dollar ($1.00) per share. Said warrant shall
contain piggyback registration rights.
(c) Upon execution of this Agreement, M&W shall release the
retaining lien it holds on Ultrastrip's records and hand deliver to UltraStrip
the originals (or copies where originals are not available or in existence) of
all of UltraStrip's corporate records and documents.
(d) Upon exercise of this Agreement, the Stock Purchase
Warrant dated April 3, 1998, which warrant was a subject of the Action, as well
as all other claims by M&W to any interest in UltraStrip and UltraStrip's
predecessors, successors, assigns and/or affiliates shall be null, void,
cancelled and unenforceable.
3. Court Enforcement:
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The Court shall retain jurisdiction over this Action and over the
parties in order to enforce this Agreement. If Ultrastrip fails to comply with
the payment schedule set forth in paragraph 2(a) above, M&W shall serve
UltraStrip with written notice of default with proof of delivery. A copy of the
notice of default shall be simultaneously served on UltraStrip's counsel via
facsimile c/o Xxxx X. Xxxxxx, Esq., at facsimile number 000-000-0000.
Thereafter, UltraStrip shall have five business days within which to cure the
default, failing which UltraStrip shall be deemed to have waived all defenses
except for timely payment hereunder and M&W shall be entitled to file a Motion
for Enforcement and Affidavit of Default whereupon M&W shall be entitled to the
entry of a final judgment against Ultrastrip for the total amount due hereunder
less any sums paid through the date of the judgment, together with reasonable
attorneys fees in the agreed upon and liquidated amount of $2,500 for
enforcement of this Agreement.
4. Dismissal:
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Upon full execution of this Agreement and clearance of the Initial
Payment, the parties agree to dismiss this Action with prejudice, with the Court
reserving jurisdiction for purposes of enforcement as described in paragraph 3
above.
5. Mutual Release:
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Except for the rights and obligations provided for and described in
this Agreement, each party, on behalf of itself and each of its predecessors,
successors, subsidiaries, parents, affiliates, employees, agents, officers,
directors, insurers, attorneys, and representatives, hereby releases and
discharges the other party and that party's current and former predecessors,
successors,
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subsidiaries, parents, affiliates, employees, agents, officers, directors,
insurers, attorneys, and representatives, from any and all rights, actions,
obligations, claims, promises, agreements, contracts, accounts, costs, expenses,
damages, and causes of action, of whatever kind or nature, whether known or
unknown, foreseen or unforeseen, suspected or unsuspected, whether in law or
equity, which each such party had or now has or may hereafter have against the
other party arising out of or based upon any fact, event, matter, or thing
existing or occurring from the beginning of time to and including the date of
this Agreement.
6. Non-Admission Of Liability:
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It is understood and agreed that the execution of this Agreement is not
to be considered an admission of any liability on the part of either party, but
are in full settlement and satisfaction of all issues between the parties.
7. Attorney's Fees:
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The parties hereto agree that each side shall bear its own costs and
attorney's fees, except as otherwise specified in this Agreement.
8. Communications:
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All notices and other communications pursuant to this Agreement
shall be in writing and shall be deemed to be sufficient if contained in a
written instrument and shall be deemed given so long as the party giving the
notice receives proof of delivery, whether delivered personally, by facsimile,
by overnight courier or mailed by registered or certified mail (return receipt
requested) postage prepaid, to the other party at the following addresses (or at
such other address for a party as shall be specified by like notice):
If to the Ultrastrip:
UltraStrip Systems, Inc.
0000 X.X. Xxxxxx Xxxxxxx
Xxxxxx, Xxxxxxx 00000
ATTN: Xxxxxxx X. Xxxxxxx, CEO
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And a facsimile copy to:
Xxxx X. Xxxxxx, PA Xxxxxx & Xxxxxx, LLP 750 Bank of America
Building 000 Xxxx Xxxxxxxx Xxxx Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Facsimile: 000-000-0000
If to M&W:
Mirkin & Xxxxx, P.A.
0000 Xxxxxxx Xxxxxx #000
Xxxxxxxxxx, Xxxxxxx 00000
ATTN: Xxxx X. Xxxxx, Esq.
All such notices and other communications shall be deemed to have been received
(i) in the case of personal delivery, on the date of such delivery, (ii) in the
case of a facsimile, when the party receiving such telecopy shall have confirmed
receipt of the communication, (iii) in the case of delivery by overnight
courier, on the date of delivery reflected in the courier's delivery receipt,
and (iv) in the case of mailing, on the date reflected in the U.S. Post Office's
return receipt following such mailing. For purposes of this Agreement, "Business
Day" shall mean any day, other than a Saturday, Sunday or legal holiday, on
which banks and/or the U.S. Post Office are permitted to close in Palm Beach
County, Florida.
9. Miscellaneous:
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A. Application of Florida Law: This Agreement and its
application and interpretation shall be governed exclusively by its terms and by
the laws of the State of Florida. The venue for any dispute arising out of this
Agreement shall be in Palm Beach County, Florida.
B. Entire Agreement: This Agreement represents the entire
agreement and understanding between the parties and shall supersede all prior
negotiations, understandings, representations (if any) and agreements made by
and between the parties.
C. Enforceability: If any term or condition of this Agreement
shall be invalid or unenforceable to any extent or in any application, then the
remainder of this Agreement, and such term or condition, except to such extent
or in such application, shall not be affected thereby and each and every
remaining term and condition of this Agreement shall be valid and enforced
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to the fullest extent and the broadest application permitted by law.
D. Modification: This Agreement may not be modified,
supplemented or waived orally, but only by a writing signed by the party against
whom the enforcement of such modification, supplement or waiver is sought and
making specific reference to this Agreement.
E. Binding Effect: All of the terms of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by or against the
parties and their current and former agents, employees, legal representatives,
heirs, successors and assigns.
F. Execution: This Agreement may be signed in counterpart.
Furthermore, while it is the intention of the parties to exchange original
singed versions of this Agreement, a photocopy or facsimile signature shall be
sufficient for all purposes, including filing with the court and enforcement.
IN WITNESS WHEREOF, the parties indicate their agreement and
acceptance of the terms and conditions of this Agreement:
ULTRASTRIP SYSTEMS, INC
By:______________________________________
Print Name:_______________________________
Print Title:________________________________
Print Date:________________________________
MIRKIN & XXXXX, PA
By:_______________________________________
Print Name:________________________________
Print Title:_________________________________
Print Date:____________________________
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