Exhibit 10.24
SETTLEMENT AGREEMENT AND
MUTUAL GENERAL RELEASES
THIS SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASES ("Settlement
Agreement") is made and entered into between Xxxxxx Xxxxxxxx and Sons,
International Inc., a New Jersey corporation having an address of 0000 Xxxxx 000
Xxxxx, Xxxxxxxxxx, XX 00000 ("JFSI"), and Delta Mutual, Inc. ("Delta Mutual"), a
Delaware corporation, having its principal offices located at 000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000.
WHEREAS, JFSI and Delta Mutual are parties to a dispute concerning their
respective rights and obligations under that certain License Agreement between
JFSI and Delta Mutual dated April 2, 2003, as amended by that certain Addendum
to License Agreement between JFSI and Delta Mutual dated April 2, 2003
(together, the "License Agreement"); and
WHEREAS, JFSI has claimed certain outstanding invoices; and
WHEREAS, JFSI, and Delta Mutual, desire to resolve any and all disputes
and claims between them, and have agreed to settle their differences on the
terms stated below.
NOW THEREFORE, for good and valuable consideration, and intending to be
legally bound hereby, the parties agree as follows:
1. PAYMENT; MUTUAL PROMISES. Delta Mutual hereby agrees (a) to issue to
JFSI Four Hundred Twelve Thousand (412,000) shares (the "Settlement Shares") of
the common stock, $.0001 par value of Delta Mutual ("Common Stock"), and to
issue to Xxxxxx Xxxxxxxx and Sons, International Inc. a 6% Convertible
Promissory Note for the principal amount of Fifty Thousand Dollars ($50,000)
initially convertible into One Million (1,000,000) shares of Common Stock
together with immediately exercisable Warrants to purchase an additional One
Million (1,000,000) shares of Common Stock at an exercise price of $0.10 per
share. In return, and in consideration for the aforementioned payment, JFSI
hereby agrees to provide the complete release to Delta Mutual contained herein.
2. MUTUAL GENERAL RELEASES.
(a) For and in consideration of the mutual releases and payment set forth
herein, receipt of all of which is hereby acknowledged, JFSI for itself and its
respective predecessors, successors, assigns, heirs, shareholders, directors,
officers, agents, employees, and representatives, hereby releases and forever
discharges Delta Mutual and its officers, directors, shareholders, divisions,
parents, subsidiaries, affiliates, employees, representatives, and agents (and
the predecessors, heirs, executors, administrators, successors and assigns of
each of the foregoing) from any and all damages, debts, demands, promises,
contracts, claims, actions, causes of action, suits, in law or in equity, of any
nature whatsoever, whether known or unknown, accrued or unaccrued, arising out
of any act, conduct or omission, occurring at any time up to the date of this
Settlement Agreement, including, but not limited to, all claims whatsoever based
upon or relating to License Agreement.
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(b) For and in consideration of the mutual releases and other agreements
set forth herein, receipt of all of which is hereby acknowledged, Delta Mutual,
for itself and for its officers, directors, shareholders, board members,
divisions, parents, subsidiaries, affiliates, employees, representatives, and
agents (and the predecessors, heirs, executors, administrators, successors and
assigns of each of the foregoing) hereby releases and forever discharges each of
JFSI and Xxxxxxxx, and its and his respective predecessors, successors and
assigns, from any and all damages, debts, demands, promises, contracts, claims,
actions, causes of action, suits, in law or in equity, of any nature whatsoever,
whether known or unknown, accrued or unaccrued, arising out of any act, conduct
or omission, occurring at any time up to the date of this Settlement Agreement
including, but not limited to, all claims whatsoever based upon or relating to
the License Agreement.
3. COUNTERPARTS. This Settlement Agreement may be executed in one or more
counterparts, each of which so executed shall be deemed an original.
4. CONSULTATION WITH COUNSEL. Each of the parties hereto has been
represented by counsel in connection with the negotiation and entry into this
Settlement Agreement. The parties agree that this Settlement Agreement shall not
be subject to any claim of fraud, duress, mistake of law or mistake of fact, and
that the Settlement Agreement expresses a full, final and complete settlement of
all potential liability.
5. ENTIRE AGREEMENT. All prior and contemporaneous agreements, contracts,
promises, representations and/or statements, if any between the settling parties
hereto, or their counsel or representatives, with respect to the subject matter
of this Settlement Agreement, are merged into this Settlement Agreement and this
Settlement Agreement shall constitute the entire agreement between or among the
parties hereto. No waiver, modification or termination of the terms of this
Settlement Agreement shall be valid unless in writing signed by the parties
hereto, and only to the extent therein set forth. This Settlement Agreement
shall be governed by the laws of the Commonwealth of Pennsylvania applicable to
contracts made and to be performed in such state, without giving effect to
conflict of law principles.
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6. NO ADMISSIONS. It is understood and agreed that this Settlement
Agreement is not to be construed as an admission of wrongdoing by any party.
IN WITNESS WHEREOF, the parties have executed this Settlement Agreement
and Mutual General Release as of the last date written below.
XXXXXX XXXXXXXX AND SONS
INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxxxxx
--------------------------
Name:
Title: President
Date: November 26, 2004
DELTA MUTUAL, INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------
Xxxxx X. Xxxxx
President and CEO
Date: November 26, 2004
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