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TERMINATION AGREEMENT REFORMATION AGREEMENT
This Termination Agreement This Reformation Agreement is made and entered
into this day of April, 2002, by and between Yseek, Inc., f/k/a Xxxxxxxxx.xxx,
Inc., a Florida corporation, herein after referred to as "Yseek" and Voice
Media, Inc., hereinafter referred to as "VM".
WHEREAS, the parties hereto have previously executed that certain
"Traffic Promotion Agreement", and that certain "Consulting/Option Agreement",
copies of which are attached hereto as composite Exhibit A, and incorporated
herein by reference; and,
WHEREAS, the parties hereto, in good faith, reviewed the said
Agreements and believe that it is fair, just and appropriate that they both be
terminated in their entirety, that the consideration paid to VM be returned and
that the parties execute a Mutual General Release all on the terms set forth
below: have had cause to review the performance of the terms and conditions of
the Agreement and have jointly and severally concluded that VM has not performed
the services contemplated to be performed in the Traffic Promotion Agreement and
Consulting/Option Agreement; and
WHEREAS, As a result, it is fair, just and appropriate that certain
terms and conditions of the Agreements be rescinded and reformed as set out
below;
NOW THEREFORE, the parties hereto, acknowledging the receipt, from one
to the other, of good, valuable and sufficient consideration, do hereby agree as
follows:
1. Return of Shares. VM shall return, convey and deliver Two Million, Eight
Hundred and Sixty Thousand (2,860,000) shares ------------------------- of
Yseek, Inc., f/k/a Xxxxxxxxx.xxx, Inc., common stock, to Yseek.
2. Release. Upon delivery of the above referenced share certificates and stock
powers from the shareholders to Yseek,or a ---------------- notarized
Affidavit of Loss and Indemnity Agreement, if the share certificate is
lost, the parties shall execute mutual releases as set out in Exhibit B
hereto.
3. Option Agreement. The option agreement set out in paragraph 6 of the
Consulting/Option Agreement is hereby terminated --------------------------
and acknowledged to be void and of no further force or effect.
4. Notices and Communications. All notices and other communications hereunder
shall be in writing and will be deemed received upon actually being
received if personally delivered, when receipt acknowledged if sent by
facsimile, after the first business day if dispatched by overnight courier
service, or after the third business day after being deposited in the U.S.
mail; provided that all notices and other communications shall be addressed
to the other party at the address set out above.
5. Modifications. It is understood and agreed that any modifications to the
terms and conditions of this Agreement shall ---------------------- require
a written amendment agreed to and signed by both parties prior to the
effectiveness of such amendment.
6. Severability. If any one or more of the provisions contained herein for any
reason are held to be invalid, illegal, or ---------------------
unenforceable in any respect, such condition shall not affect any other
provision thereof and this Agreement shall be construed as if such
condition had never been contained herein.
7. Construction. Headings used in this Agreement are used for clarity only and
do not constitute substantive matters to be ---------------------
considered in construing the terms of this Agreement.
8. Entire Agreement. This agreement, together with any attachments hereto,
constitutes the full and complete understanding between the parties hereto
and supersedes all prior understandings, whether written or oral,
pertaining to the subject matter hereof and cannot be modified except by a
written instrument signed by the parties hereto.
1.
9. Attorney's Fees. Should it become necessary for any party hereto to file
suit to enforce the terms of this Reformation Agreement, the prevailing
party in such action shall be entitled to recover its reasonable costs and
expenses, including attorneys' fees from the non-prevailing party.
10. Choice Of Law. This Agreement shall be construed, interpreted and enforced
in accordance with and shall be governed by the laws of the State of
Florida applicable to agreements entered into and wholly to be performed
therein. Any such litigation shall be instituted in Hillsborough County,
Florida, and the parties consent and agree to venue therein.
11. Facsimile Original. This Agreement may be executed via facsimile
transmission and such facsimile copy will constitute an
---------------------------- original copy of this Agreement.
12. Waiver. The failure of either party to enforce any provision of this
Agreement, or to seek relief for any breach or failure to comply with any
representation, warranty, obligation or duty of a party under this
Agreement, shall not waive any right to enforce such provision in the
future or to seek relief for any subsequent breach.
IN WITNESS WHEREOF, each of the parties hereto, intending to be legally bound
thereby, has duly executed and accepted this Agreement as of the day and year
first above written.
Voice Media, Inc. Yseek, Inc.
By Xxx Xxxx, President By Xxxxxxx Xxxxx Xxxxxx, President
