EXHIBIT 10.8
TERMINATION AGREEMENT
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AGREEMENT dated as of July 20, 2000 by and between e-commerce group Inc., a
Nevada corporation ("ECGM") and Greenfield Ventures Ltd., a United kingdom
corporation ("GVL").
WHEREAS, ECGM and GVL are parties to (i) that certain Memorandum of
Agreement, dated as of October 25, 1999, pursuant to which ECGM retained GVL to
provide executive recruitment services (the "Recruitment Agreement"), and (ii)
that certain Memorandum of Agreement, dated as of October 25, 1999, pursuant to
which ECGM retained GVL to identify acquisition targets (the "Acquisition
Agreement," and, together with the Recruitment Agreement, the "Prior
Agreements");
WHEREAS, the parties have determined that it is no longer in their
respective best interests to continue the relationship contemplated under the
Prior Agreements and desire to be released from their respective continuing
obligations as contained in the Prior Agreements;
NOW, THEREFORE, in consideration of the promises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Effective as of the date hereof, and except as otherwise expressly
continued herein, the Prior Agreements shall terminate and all rights and
obligations of the parties under the Prior Agreements will cease.
2. Within thirty (30) days of the date hereof, ECGM will issue to GVL a
warrant (the "Warrant") to purchase 70,000 shares of ECGM Common Stock, $.001
par value (the "Common Stock"), which Warrant shall be exercisable for a period
of one year from the date of issuance at an exercise price of US$1.00 per share.
The Warrant and the Common Stock issuable upon exercise thereof (the "Shares")
are "restricted securities" as that term is defined under the United States
Securities Act of 1933, as amended (the "Act") and ECGM shall have no obligation
to register either the Warrant or the Shares under the Act.
3. Within fourteen (14) days of the commencement of the employment of
Xxxxxx Xxxxx as Chief Financial Officer of ECGM, ECGM will (i) pay to GVL
US$25,000 in immediately available funds, and (ii) issue to GVL a warrant (the
"Additional Warrant") to purchase 25,000 shares of ECGM Common Stock, which
Additional Warrant shall be exercisable for a period of one year from the date
of issuance at an exercise price of US$1.00 per share. The Additional Warrant
and the Common Stock issuable upon exercise thereof (the "Additional Shares")
are "restricted securities" as that term is defined under the Act and ECGM shall
have no obligation to register either the Additional Warrant or the Additional
Shares under the Act. It is hereby acknowledged and agreed by GVL that the
receipt of the consideration described in this Section 3 is expressly
conditioned upon the commencement of Xxxxxx Xxxxx'x employment with ECGM and
that should Xxxxxx Xxxxx not be appointed to the position of Chief Financial
Officer of ECGM or decline to accept such appointment, ECGM shall have no
obligation to make the cash payment provided in this Section 3 or to issue the
Additional Warrant to GVL.
4. Effective upon GVL's receipt of the Warrant described in Section 2 above,
GVL hereby releases ECGM, its officers, directors, shareholders, and any and all
associated parties or agents, and EGGM hereby releases GVL, its officers,
directors, shareholders and any and all associated parties or agents from their
respective continuing obligations under the terms and conditions of the Prior
Agreements and GVL hereby forever waives and relinquishes any rights to payment
or otherwise GVL now has or hereafter could have under the terms of the Prior
Agreements. In that regard, and without limiting the generality of the
foregoing, GVL expressly acknowledges that it is not entitled to, and shall make
no claim against ECGM for, any compensation under the Acquisition Agreement in
respect of the acquisition by ECGM of Sports Fitness & Leisure, Ltd. or the
acquisition by ECGM of any other entity with which ECGM is currently engaged in
acquisition discussions. Further, ECGM and GVL hereby release and forever
discharge each other from and against all payments, debts, damages, actions,
causes of action, claims, demands, obligations, losses, liabilities, liens and
encumbrances, costs and expenses which such parties have had, now have or
hereafter could have against each other arising out of or in connection with any
prior or continuing obligations contained in the Prior Agreements.
5. Effective upon GVL's receipt of the consideration described in Section 2
above, ECGM and GVL hereby agree that the Recruitment Agreement and the
Acquisition Agreement are each hereby terminated in their entirety, with no
further force and effect, and that any other agreements between the parties,
whether express or implied, shall also terminate and be of no further force and
effect.
6. ECGM and GVL each agree not to make any disparaging or derogatory
comments about the other party (including such party's officers, directors,
shareholders, employees or family members, and any and all associated parties or
agents, as applicable), except to the extent required by law, and then only
after consultation with the other party to the maximum extent possible in order
to maintain goodwill for each of the parties. Further, the parties agree that
any breach of this Section 6 will cause substantial and irreparable damage to
the other and therefore in the event of any such breach or threatened breach, in
addition to such other remedies which may be available, either party shall be
entitled to preliminary and permanent injunctive relief, without having to post
bond and without the necessity of showing actual monetary damage, subject to
hearing as soon as possible, to enforce the obligations contained in this
Section 6.
7. Miscellaneous.
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7.1. This Agreement and all disputes arising hereunder shall be governed by and
construed in accordance with English law and the parties hereby submit to the
exclusive jurisdiction of the English courts.
7.2. This Agreement constitutes the entire agreement and understanding between
the parties hereto conerning the subject matter hereof and supersedes and
replaces all prior negotiations, proposed agreements and agreements, written or
oral. The parties agree that neither they or any of their representatives,
agents, attorneys or any other associated parties or agents have made any
promises, representations or warranties whatsoever, express or implied, which
are not specifically set forth herein, and neither party has executed this
Agreement in reliance upon any such promises, representations or warranties.
7.3. This Agreement may not be modified or terminated except by written
agreement of the parties hereto, nor may any provision hereof be waived, except
by a written waiver, signed by the waiving party. The waiver of any provision or
breach of this Agreement will not prevent subsequent enforcement and will not be
deemed a waiver of any subsequent breach.
7.4. This Agreement may not be assigned without the prior written permission of
the parties. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, their permitted successors and assigns.
7.5. This Agreement is entered into by and between the parties and for their
benefit. There is no intent by any party to create or establish third party
beneficiary status or rights in any third party to this Agreement and no such
third party shall have any right to enforce any right or enjoy any benefit
created or established under this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
e-commerce group, Inc. GREENFIELD VENTURES LTD.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxx
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Xxxx Xxxxxx, Chief Executive Officer The Title: Managing Director
