AMENDMENT NO. 1 TO SETTLEMENT AGREEMENT
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AMENDMENT NO. 1 TO SETTLEMENT AGREEMENT
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| This
is Amendment No. 1 to the Settlement Agreement made as of February 4,
2004, by and among Ventures-National Incorporated d/b/a Titan General
Holdings Inc., a Utah corporation (the "Company"), Irrevocable
Children's Trust (the "Trust") and Xxxxxx Xxxxxxx ("Glashow")(the
"Agreement").
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| WHEREAS,
Glahow and the Company entered into the Agreement as of February 4, 2004;
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| WHEREAS,
Glashow and the Company wish to amend the terms and conditions of the
Settlement Agreement pursuant to this Amendment No. 1, which shall
supercede the terms and conditions contained in the Agreement in their
entirety.
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| NOW,
THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties agree as follows:
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| 1. PAYMENTS.
In full satisfaction of all amounts owing and unpaid by the Company to
Glashow as of the date of the Agreement:
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| (i)
the Company agrees to pay Glashow an aggregate of $40,000 by wire
transfer, bank check or certified check, upon execution of this Amendment
No. 1; and
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| (ii)
the Trust agrees to pay $60,000 to Glashow, by wire transfer, bank check
or certified check, upon execution of this Amendment No. 1.
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| 2. NO
SETOFF. The obligation of the Company and the Trust to make the respective
payments or deliveries (as the case may be) provided for in this
Agreement, are absolute and unconditional and not subject to any defense,
set-off, counterclaim, rescission, recoupment, or adjustment whatsoever.
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| 3. TERMINATION
OF OPTIONS. Glashow agrees that any options to purchase shares of the
Company's stock registered in the name of Glashow shall be terminated
effective as of the date hereof.
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| 4. RELEASE.
Glashow waives, acquits, forever discharges and hereby releases the
Company from any and all claims, demands, actions, or causes of action,
whether known or unknown, arising from or related in any way to (i) any
employment of or past or future failure or refusal to employ Glashoiw by
Company, or (ii) any matter whatsoever which occurred or arose at any time
prior to the date hereof.
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| 5. ATTORNEY
FEES. Each party shall pay his or its own attorneys' fees, costs and
expenses related to this Agreement.
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| 6. EFFECTIVENESS.
This Agreement shall become effective upon the execution and delivery by
the parties hereto.
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| 7. NOTICES.
Unless otherwise provided herein, all notices, requests and demands to or
upon the respective parties hereto to be effective shall be in writing
(including by telecopy) and, unless otherwise expressly provided herein,
shall be deemed to have been duly given or made when delivered, or three
business days after being deposited in the mail, postage prepaid, or, in
the case of telecopy notice, when received, addressed as set forth on the
signature pages hereof or to such other address as may be hereafter
notified by the respective parties hereto.
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| 8. AMENDMENTS
AND WAIVERS. No provision hereof shall be modified, altered or limited
except pursuant to a written instrument executed by the parties hereto.
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| 9. SEVERABILITY.
In the event that any court of competent jurisdiction shall determine that
any provision, or any portion thereof, contained in this Agreement shall
be unreasonable or unenforceable in any respect, then such provision shall
be deemed limited to the extent that such court deems it reasonable and
enforceable, and as so limited shall remain in full force and effect. In
the event that such court shall deem any such provision, or portion
thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.
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| 10. COUNTERPARTS.
This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original and all of which shall
together constitute one and the same agreement.
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| 11. CAPTIONS.
The captions of the Sections of this Agreement have been inserted for
convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.
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| 12. SUBMISSION
TO JURISDICTION. Each of the parties hereto irrevocably agrees that any
legal action or proceeding with respect to each Settlement Document or for
recognition and enforcement of any judgment in respect hereof brought by
any other party hereto or its successors or assigns may be brought and
determined in the courts of the State of New York, and each party hereto
hereby irrevocably submits with regard to any such action or proceeding
for itself and with respect to its property, generally and
unconditionally, to the nonexclusive jurisdiction of the aforesaid courts.
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| 13. GOVERNING
LAW. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.
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| IN
WITNESS WHEREOF the parties hereto or an officer thereof duly authorized have executed this Agreement as of the day and date first set forth above. /s/
Xxxxxx Xxxxxxx VENTURES-NATIONAL
INCORPORATED IRREVOCABLE
CHILDREN'S TRUST |
