Exhibit 8
TERMINATION AND SETTLEMENT AGREEMENT
AGREEMENT made and entered into on this 3rd day of July, 2000 by and
among American Risk Management Group, Inc. (the "Company"), ProFutures
Special Equity Fund, L.P. ("ProFutures"), X.X. Xxxxxxxx, Inc. on behalf of
itself and certain of its clients (collectively, "Xxxxxxxx and Xxxxxx Xxxxxxx
("Xxxxxxx").
WHEREAS, ProFutures and Xxxxxxxx have each provided financing to the
Company;
and
WHEREAS, the parties desire to settle all potential claims against each
other.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, promises, and undertakings set forth herein, as complete and full
satisfaction of the Agreements, the parties agree as follows:
1. Upon payment to ProFutures of an aggregate of $600,000 in cash by
certain purchasers of outstanding notes held by ProFutures, that Note Purchase
Agreement and all other agreements involving Xxxxxxxx and ProFutures shall be
terminated and of no further force and effect without liability to any party.
Further, all other agreements between Xxxxxxxx and the Company other than the
Warrants shall be terminated and of no further force and effect.
2. Notice is hereby given to Xxxxxxxx that effective on or about July
10, 2000, the Company will effect a 25-for-1 reverse stock split. Xxxxxxxx
hereby waives any notice that must be given pursuant to holders of such
outstanding warrants.
3. Each party hereto waives and releases and discharges the other
parties hereto from any and all liability of whatever kind or nature arising
from any acts or omissions of either party, known or unknown, asserted or
unasserted, which occurred up to the date of this agreement, including but not
limited to all liability for any acts that may have violated their rights under
any contract, tort, or other common law, or any other duty or obligation of any
kind; all liability asserted or unasserted, known or unknown, suspected or
unsuspected, which was or may have been alleged against or imputed to either
party by the other party or anyone action on its behalf up to the date of this
agreement.
4. No party shall in the future initiate or cause to be initiated any
judicial or administrative charge, complaint, action, or proceeding is presently
pending, or if in the future any such proceeding is commenced by wither party or
any person or party action on that party's behalf, the party with such notice
shall promptly notify the other party of the existence of that proceeding,
withdraw it, with prejudice, to the extent that party has the power to do so,
and except to the extent required or compelled by law, legal process, or
subpoena, shall refrain from participating, testifying or producing documents or
information therein.
1
5. Xxxxxxxx agrees to not sell any shares of the Company's common stock
for a period of 60 days from the date hereof and thereafter shall liquidate it
shares in an orderly fashion so as to not negatively impact the market.
6. No party hereto shall take any derogatory or disparaging action, or
make any derogatory or disparaging comment, publicly or privately, concerning
any other party.
7. This Agreement constitutes the entire agreement between the parties
in relation to its subject matter, supersedes all prior agreements between the
parties, if any, concerning its subject matter, and may not be altered, amended,
modified, superseded, cancelled, or terminated except by a writing duly executed
by the parties or their attorneys on their behalf.
8. If any of the provisions, terms, clauses, waivers, or releases of
claims or rights contained in this Agreement are declared illegal,
unenforceable, or ineffective in a legal forum of competent jurisdiction, then
such provisions, terms, clauses, waivers, or releases of claims or rights shall
be deemed severable, such that all other provisions, terms, clauses, waivers,
and releases of claims and rights contained in this Agreement shall remain valid
and binding upon the parties.
9. This Agreement shall be governed by the laws of the State of
Florida.
10. In any litigation under this Agreement the prevailing party will be
entitled to receive attorney's fees from the other pary.
IN WITNESS WHEREOF, the parties have acknowledged and executed this
Agreement as of the date hereof.
AMERICAN RISK MANAGEMENT GROUP, INC.
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Xxxxxx Xxxxxxx, President
/s/ Xxxxxx Xxxxxxx
--------------------------------------------
Xxxxxx Xxxxxxx
PROFUTURES SPECIAL EQUITY FUND, LP
By: ProFutures Fund Management, Inc.,
authorized agent
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Xxxx X. Xxxx under Limited Power of
Attorney on behalf Xxxx X. Xxxxxxx,
President
X.X. XXXXXXXX INVESTMENTS, INC.
By: /s/ [ILLEGIBLE]
-----------------------------------------
2
