EXHIBIT 2
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COMPROMISE SETTLEMENT AGREEMENT
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In keeping with a pre-discussion agreement by and between the attorneys for
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") and Electronic Transmission Corporation ("ETC") to
permit ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇") to (i) speak and negotiate directly
with each other in an attempt to settle pending claims by and between ▇▇▇▇▇▇▇
and ETC without the presence of their respective attorneys (notwithstanding an
earlier entry of a Temporary Injunction prohibiting such direct contact), and
(ii) enter into a Compromise Settlement Agreement reflecting the terms of the
settlement, the following represents the terms of the settlement reached
pursuant to such agreement:
1.
In consideration of the total payment of FIFTEEN THOUSAND DOLLARS
($15,000.00) by ▇▇▇ ▇▇▇▇▇▇ to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), in
each and every capacity in which he exists or can act, does hereby and by these
presents:
(a) transfer and assign to ▇▇▇ ▇▇▇▇▇▇ 3,403,306 shares in Electronic
Transmission Corporation ("ETC") which ▇▇▇▇▇▇▇ represents are:
(1) all of his shares in ETC; and
(2) free and clear of all liens, encumbrances or claims.
(b) fully, finally, and forever release and discharge ETC, and each past
or present employee, agent, or representative (including, but not
limited to, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇)
of ETC (all of whom are hereinafter collectively referred to as "the
released parties"), of and from any and all liability, demand, claim
or cause of action:
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(1) arising, directly or indirectly from the "EMPLOYMENT AGREEMENT OF
▇▇▇▇▇▇ ▇▇▇▇▇▇▇" entered into by and among ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ on
behalf of ETC, and ▇▇▇▇▇▇▇ on or about February 1, 1999;
(2) arising, directly or indirectly from any losses suffered or
damages sustained by ▇▇▇▇▇▇▇;
(3) that has been, or could have been, asserted by or for ▇▇▇▇▇▇▇,
under any statute or law because of any loss or damage suffered
or sustained by him as a result, directly or indirectly, of any
fact or circumstance mentioned above;
(4) that was, or could have been, asserted in cause number
▇▇-▇▇▇▇▇-▇▇, pending in 96th Judicial District Court of Tarrant
County, Texas; and
(5) of any kind whatsoever, known or unknown.
2.
In consideration of the transfer and assignment of ETC stock by ▇▇▇▇▇▇▇ to
▇▇▇▇▇▇ referenced in paragraph 1(a), above, and the releases and discharges
referenced in paragraph 1(b), above, ETC does hereby and by these presents
fully, finally, and forever releases and discharges ▇▇▇▇▇▇▇ of and from any and
all liability, demand, claim or cause of action:
(a) arising, directly or indirectly, from fraud, statutory fraud, or
any other act or omission on the part of ▇▇▇▇▇▇▇ in connection
with the "AGREEMENT AND PLAN OF REORGANIZATION AMONG
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ELECTRONIC TRANSMISSION CORPORATION, HEALTH PLAN INITIATIVES,
INC. AND ETC ACQUISITION CORP." entered into in or about January
1999;
(b) arising, directly or indirectly, from any losses suffered or
damages sustained by ETC from the document referenced in 2(a),
above;
(c) that has been, or could have been, asserted by or for ETC, under
any statute or law because of any loss or damage suffered or
sustained by it as a result, directly or indirectly, of any fact
or circumstance mentioned in 2(a) and/or 2(b), above; or
(d) that was asserted in cause number ▇▇-▇▇▇▇▇▇-▇▇, pending in the
96th Judicial District Court of Tarrant County, Texas.
3.
▇▇▇▇▇▇▇ and ETC hereby acknowledge and agree that although the releases set
forth in paragraphs 1 and 2 of this Compromise Settlement Release are general
releases relative to the causes of actions mentioned therein, ETC expressly
reserves any and all claims or causes of action that might exist against ▇▇▇▇▇▇▇
or whomsoever relating to:
(a) Cause No. 01-4930-L, now pending in the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, styled, "A&G Health Plans, Inc. v.
Electronic Transmission Corporation v. A&G Health Plans, Inc. v.
▇▇▇▇▇▇ ▇▇▇▇▇▇",
(b) the "PURCHASE AGREEMENT" entered into by and among ▇▇▇▇▇▇▇ on
behalf of ETC, and ▇▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of A&G Health Plans,
Inc. ("A&G") on or about August 11, 1999,
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(c) the "SECURITY AGREEMENT" entered into by and among ▇▇▇▇▇▇▇ on
behalf of ETC, and ▇▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of A&G Health Plans,
Inc. ("A&G") on or about August 11, 1999,
(d) the "GUARANTY AGREEMENT" entered into by and among ETC and ▇▇▇▇▇▇
▇▇▇▇▇▇ on or about August 11, 1999, and
(e) the sale by ▇▇▇▇▇▇▇ on behalf of ETC of any and all shares,
assets and liabilities of Health Plan Initiatives, Inc. to A&G
Health Plans, Inc. on or about August 11, 1999.
4.
In the event Cause No. 01-4930-L, now pending in the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, styled, "A&G Health Plans, Inc. v. Electronic
Transmission Corporation v. A&G Health Plans, Inc. v. ▇▇▇▇▇▇ ▇▇▇▇▇▇", should
settle and a signed Compromise Settlement Release be executed by and between
A&G Health Plans, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇, on the one hand, and ETC, on the
other, on or before April 1, 2002, then in addition to the FIFTEEN THOUSAND
DOLLAR ($15,000.00) consideration amount expressed in paragraph 1, above, ▇▇▇
▇▇▇▇▇▇ shall pay to ▇▇▇▇▇▇▇ an additional SIXTY THOUSAND DOLLARS ($60,000.00) in
consideration for such share transfer and assignment.
5.
▇▇▇▇▇▇▇ hereby warrants and represents that no other person or entity other
than him, has any interest in the ETC stock transferred and assigned in
paragraph 1(a), above, or the claims, demands or causes of action to which the
releases set forth in paragraph 1(b) of this Compromise Settlement Release refer
and that he is the only one who has any
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ownership interest in the stock, or right or authority to transfer and/or assign
the stock referenced in paragraph 1(a), above.
6.
▇▇▇▇▇▇ hereby warrants and represents to ▇▇▇▇▇▇▇ that he has authority to
enter into and execute this agreement on behalf of ETC, and Andrew's signature
as representative for ETC hereby binds ETC to the terms and conditions of this
agreement.
7.
The consideration stated herein is contractual in nature, and is not a mere
recital.
8.
▇▇▇▇▇▇▇ and ETC agree to dismiss with prejudice their causes of action
against the other in Cause No. ▇▇-▇▇▇▇▇▇-▇▇, now pending in the 96th Judicial
District Court in Tarrant, Texas.
9.
This Compromise Settlement Release becomes effective immediately following
the signing of same by ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ which may occur in counterparts.
10.
The Compromise Settlement Release supercedes and replaces any and all
previous documents purporting to be a "Compromise Settlement Release" entered
into by and between ▇▇▇▇▇▇▇ and ETC, and any and all previously executed
documents purporting to be a "Compromise Settlement Release" is hereby declared
null and void by both ▇▇▇▇▇▇▇ and ETC.
EXECUTED this the ______ day of February 2002.
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
ELECTRONIC TRANSMISSION CORPORATION
By:
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▇▇▇ ▇▇▇▇▇▇, Director and Authorized
Representative of Electronic Transmission
Corporation
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