Exhibit 10.6 SETTLEMENT AND GENERAL RELEASE AGREEMENT THIS SETTLEMENT AND
GENERAL RELEASE AGREEMENT, hereinafter the "Agreement" is entered into by the
undersigned parties to resolve and release fully and finally all claims raised
or that could have been raised by Voyager Entertainment ...
SETTLEMENT AND GENERAL RELEASE AGREEMENT
THIS SETTLEMENT AND GENERAL RELEASE AGREEMENT, hereinafter the "Agreement"
is entered into by the undersigned parties to resolve and release fully and
finally all claims raised or that could have been raised by Voyager
Entertainment International, Inc., hereinafter referred to as the "Company",
against First Nevada Development Company, LLC, Nancy Tyner, individually, Don
Tyner, individually, and Don and Nancy Tyner as Husband and Wife, hereinafter
referred to as "Tyners", and collectively, the "Parties" with respect to the
R E C I T A L S
A. That on or about April 16, 2003, the Company filed a Form 10-KSB with
the Securities and Exchange Commission;
B. In the Form 10-KSB, it was disclosed that the Tyners were alleging that
the sum of $1,464,826.38, plus interest, and options for stock were due and
owing from the Company, which was vigorously disputed by the Company;
C. The parties now desire to resolve their disputes as set forth herein;
D. This Agreement expresses the full and complete settlement of any and
all claims raised or claims that could have been raised in the future that the
Tyners have or may have had against the Company, and that the Company has or may
have had against Tyners regarding the disclosures in the Company's Form 10-KSB
and any monies or stock or options allegedly due and owing to Tyners.
NOW THEREFORE, in consideration of the foregoing promises and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. Contemporaneous with Tyners' execution of this Agreement, The Company
agrees to the following:
a. The Company as previously acknowledged, owes the Tyners the sum
of $228,239.24; bearing interest at the rate of 8% per annum which
commences after any funding received by the Company as delineated in
paragraph "b" supra.
b. The Tyners and the Company agree that the Tyners for their
introduction to Ladenburg Thalmann, are entitled to receive the sum of
$650,000.00 as a placement fee and 2% commission of the net fundings
received by the Company from Ladenburg Thalmann. Additionally, the Tyners
are entitled to a 1% commission of the net fundings received by the
Company from RRI; the above sums are without interest; and, are contingent
upon funding by Ladenburg Thalmann or RRI.
2. In consideration of the payment referred to in Paragraph 1 above,
Tyners agrees to release and dismiss, with prejudice, any and all claims raised,
or claims that could have been raised and does hereby release and forever
discharge the Company and its attorneys, officers, directors, subsidiaries,
agents, partners, predecessors, employees, representatives, shareholders,
insurers, assigns, and affiliated companies from and against any and all claims,
demands, rights and causes of action which Tyners may have or may have had
against the Company, now or in the future by reason of any matter, known or
unknown, directly or indirectly, arising out of Tyner's allegations as
3. The Tyners further agree, that they shall immediately write a letter,
to whomever as directed by the Company, disavowing any claims, previous
statements, communications or allegations that the Company owes the Tyners any
money or stock or options except for the funds previously discussed and agreed
to by the Company in this agreement.
4. The Company agrees to release and dismiss with prejudice any and all
claims raised, or claims that could have been raised and does hereby release and
forever discharge Tyners and Tyners' attorneys, officers, directors,
subsidiaries, agents, partners, predecessors, employees, representatives,
shareholders, insurers, assigns and affiliated companies from and against any
and all claims, demands, rights and causes of action which the Company, now or
in the future by reason of any matter, known or unknown, directly or indirectly,
arising out of or relating in any way to the claims set forth in Tyners'
allegations against the Company.
5. The parties represent and agree that they have read this Agreement and
understand its terms and the fact that it releases all claims the Parties have
or might have had against each other relating to the allegations of money lent
by the Tyners to the Company, and the parties understand that they have the
right to consult counsel of their choice prior to signing this Agreement and
agree that they have done so or have had the opportunity to do so, and have
knowingly and/or voluntarily waived that right.
6. This Agreement sets forth the entire understanding between the Parties
and supersedes any prior agreements or understandings, express or implied,
written or oral, pertaining to the matters set forth in this Agreement. The
Parties acknowledge that they are not relying upon any representation or
statement by any representative of either Tyners or the Company, except as
expressly set forth herein. This Agreement shall not be amended other than by
writing executed by all Parties hereto.
7. The Tyners agrees that they are the sole owner of the claims being
released in this document; that no other person or entity has any interest in
the claims, demands and causes of actions released by it in this document and
that such claims have not been assigned or otherwise transferred to a third
8. The person executing this Agreement hereby warrants that he has been
given the necessary authority to execute this document. The last party to
execute this Agreement shall insert the date below.
9. Each party shall bear their own attorney's fees and costs in connection
with the preparation, negotiation and execution of the instant Agreement.
10. Any action filed to enforce the terms and performance of this
Agreement shall be governed under, and in accordance with, Nevada law, and venue
shall be Las Vegas, Nevada. Should litigation be instituted to enforce this
Agreement, the losing party agrees to pay to the other party's reasonable
attorney's fees and costs incurred.
Dated this _______ day of ________________, 2003.
VOYAGER ENTERTAINMENT FIRST NEVADA DEVELOPMENT
INTERNATIONAL, INC. COMPANY, LLC
RICHARD L. HANNIGAN, SR. Name:
Its: President Its:
FLANAGAN & ASSOCIATES, LTD. PATRICK C. CLARY, CHARTERED
SEAN P. FLANAGAN, ESQ. PATRICK C. CLARY, ESQ.
777 N. Rainbow Blvd., Suite 390 3800 Howard Hughes Parkway, Suite 650
Las Vegas, Nevada 89107 Las Vegas, Nevada 89109
Attorney for the Company Attorney for Tyners