TERMINATION AND AMENDMENT AGREEMENT
AGREEMENT made and entered into on this 4th day of January, 1999, by
and among Xxxxxxx & Associates, Inc. ("Xxxxxxx"), Coventry Industries Corp. (the
"Company"), the American Group, Inc. ("American") and Xxxxxx Xxxxxxx
("Xxxxxxx").
WHEREAS, the Company and Xxxxxxx entered into a Consulting and
Acquisition Management Agreement dated as of April 3, 1997 and amended as of
June 1, 1997 and a Fee Agreement dated as of April 4, 1997 (the "Agreements");
and
WHEREAS, the parties desire to terminate the Agreement and provide for
a full release.
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. Effective immediately, the Agreements are terminated and Xxxxxxx
waives all claims that it may have to any amounts that may be payable or rights
it may have under the Agreements.
2. Xxxxxxx waives and hereby releases and discharges the Company, and
the Company waives and hereby releases and discharges Xxxxxxx, 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
acting on its behalf up to the date of this Agreement.
3. Neither Xxxxxxx nor the Company shall in the future initiate or
cause to be initiated any judicial or administrative charge, complaint, action,
or proceeding relating to claims released under paragraph 2 of this Agreement
and that were or could have been raised against either party in any forum as of
the date of this Agreement. In the event that any such judicial or
administrative charge, complaint, action, or proceeding is presently pending, or
if in the future any such proceeding is commenced by either party or any person
or party acting 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.
4. As consideration for this release, the Company shall assign and
transfer to Xxxxxxx 120,000 (post-split) shares of stock of American owned by
it. In addition, upon execution of this Agreement, Xxxxxxx hereby assigns to
Xxxxxxx notes aggregating $100,000 issued by American to Xxxxxxx. Promptly after
execution of this Agreement, the Company agrees to issue to Xxxxxxx a note for
$100,000 containing substantially similar terms to the notes assigned to Xxxxxxx
by Xxxxxxx.
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5. 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, canceled, or terminated except by a writing duly executed
by the parties or their attorneys on their behalf.
6. 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.
7. This Agreement shall be governed by the laws of the State of
Florida.
IN WITNESS WHEREOF, Coventry Industries Corp. and Xxxxxxx & Associates,
The American Group, Inc. and Xxxxxx Xxxxxxx have acknowledged and executed this
Agreement as of the date hereof.
COVENTRY INDUSTRIES CORP.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
XXXXXXX AND ASSOCIATES, INC.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, President
THE AMERICAN GROUP, INC.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Title: President, Financial Officer
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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