TERMINATION OF CONSULTING AGREEMENT
This Termination of Consulting Agreement (the "AGREEMENT") is made and
entered into this 21st day of June, 2000, by and amoung e-Consulting, Inc.
("EC"), ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("JM"), and ▇▇▇▇▇▇.▇▇▇, Inc., a Delaware
corporation ("LCI").
RECITALS
A. EC, JM and LCI have entered into that certain Consulting Agreement
dated December 7, 1999 (the "CONSULTING AGREEMENT") regarding EC and JM
providing consulting services to LCI in exchange for the consulting fees set
forth therein.
B. Each of EC, JM and LCI desire to terminate the Consulting Agreement
and mutually release the other from any claims or liabilities arising
thereunder on the terms set forth herein.
NOW THEREFORE, in consideration for the foregoing and the agreements,
covenants and conditions contained herein, EC, JM and LCI hereby agree as
follows:
ARTICLE I
TERMINATION
1.1 TERMINATION. Each of EC, JM and LCI do hereby mutually terminate
the Consulting Agreement effective as of the date hereof. The Consulting
Agreement shall be of no further force and effect and none of EC, JM and LCI
shall owe any further payments or obligations to the other or have any other
liabilities thereunder. Without limiting the generality of the foregoing, this
Agreement has the effect of terminating (i) EC's and JM's obligation to
provide any further consulting services thereunder, and (ii) LCI's obligation
to make any further payments of consulting fees.
ARTICLE II
SPECIFIC MUTUAL RELEASE
Each of EC, JM and LCI for himself or itself, and for his or its
respective successors and assigns, shareholders, directors, officers and
agents, hereby releases and forever discharges the other and his or its
respective successors and assigns, shareholders, directors, officers and
agents, of and from any further obligation, liability, claim, demand and
cause of action of every kind and nature arising out of the Consulting
Agreement, which he or it has, had or may have against the other, whether
based on statute, common law, rule or regulation, whether in law or in
equity, whether
liquidated or unliquidated, whether known or unknown, for, upon, or by reason
of any matter, cause or thing, whatsoever, on or at any time before the date
of this Agreement.
ARTICLE III
MISCELLANEOUS
3.1 ENTIRE AGREEMENT. This Agreement and the exhibits attached hereto
contain the entire agreement and understanding of the parties hereto and
supersedes all prior agreements and understandings relating to the subject
matter hereof.
3.2 SUCCESSION. The rights and obligations of EC, JM and LCI under this
Agreement shall inure to the benefit of and be binding upon their respective
heirs, personal or legal representatives, executors, successors and permitted
assigns.
3.3 APPLICABLE LAW. This Agreement shall at all times be governed by
and construed, interpreted and enforced in accordance with the laws of the
State of Illinois without regard to the law of conflicts hereof. The parties
agree that the courts sitting in the State of Illinois shall have the
exclusive jurisdiction over them for purposes of any actions arising out of
or as a result of this Agreement.
3.4 WAIVERS. Any term of this Agreement may be waived by the party or
parties entitled to the benefits thereof but only by a writing executed by
such party. No waiver or any breach of this Agreement shall be held to
constitute a waiver of any other or subsequent breach.
3.5 SEVERABILITY. Whenever possible, each provision hereof shall be
interpreted in such manner as to be effective and valid under applicable law,
but in case any one or more of the provisions contained herein shall, for any
reason, be held to be invalid, illegal or unenforceable, in any respect, such
provision shall be ineffective to the extent, but only to the extent of such
invalidity, illegality or unenforceability without invalidating the remainder
of such invalid, illegal or unenforceable provision or provisions or any
other provisions hereof, unless such construction would be unreasonable.
3.6 FURTHER ASSURANCES. After the date hereof, each party hereto shall
execute and deliver or cause to be executed and delivered to the other such
other documents, instruments or certificates as may reasonably be requested
or as may be otherwise necessary to more effectively accomplish the
transactions contemplated hereby.
3.7 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be considered an original instrument, and
all of which together shall constitute a single binding Agreement.
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3.8 RECITALS. The Recitals set forth above are hereby incorporated in
and made a part of this Agreement by this reference.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed as of the day and year first written.
▇▇▇▇▇▇.▇▇▇, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, Chief Executive Officer
E-CONSULTING, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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