SETTLEMENT AGREEMENT AND RELEASE
THIS SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is made as of 30th day
of September, 2004, by and between ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., a
Florida corporation ("Entech") and Xxxxxx X. St. Clair, CPA ("St. Clair").
WHEREAS, Entech owes St. Clair the sum of seventeen thousand five hundred
dollars ($17,500) in connection with the merger of Xxxx Subb Two and Advanced
Fuel Filtration Systems, Inc. ("AFFS"), a California corporation; and
WHEREAS, St. Clair has provided certain accounting services to Entech; and
WHEREAS, the parties to this Agreement desire to settle all amounts owed by
Entech to St. Clair in connection with the merger of Xxxx Subb Two and AFFS and
accounting services provided by St. Clair to Entech up to and through August 30,
2004;
NOW, THEREFORE, in satisfaction of any and all disputes and claims owing up
to and through August 30, 2004, and in consideration of the release contained
herein, the parties hereto agree as follows:
1. Payment. Entech will pay nine hundred dollars ($900) and issue thirty
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three thousand eight hundred sixty nine (33,869) shares of the Entech common
stock (the "Shares") to St. Clair for services performed by him to Entech up to
and through August 30, 2004.
2. Release. In consideration of the issuance of the Shares as set forth
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in Paragraph 1 of this Agreement, St. Clair, for himself and his successor and
assigns, will be deemed to have remised, released and forever discharged, and by
these presents does, for himself and his successors and assigns, remise,
release, and forever discharge Entech and its successors and assigns, of and
from all manner of action and actions, causes of action, suits, debts and dues,
claims and demands whatsoever, in law or in equity, which against Entech, St.
Clair ever had, now has, or which it and its successors and assigns hereafter
can, shall or may have, for, upon or by reason of the merger of Xxxx Subb Two
and AFFS and accounting services rendered by St. Clair up to and through August
30, 2004.
3. Legend. St. Clair understands and agrees that the following
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restrictions and limitations are applicable to his resales, hypothecations or
other transfers of the Shares:
(a) The Shares shall not be sold, pledged, hypothecated or otherwise
transferred unless the Shares are registered under the Securities Act of 1933,
as amended, and the securities laws of any state, or are exempt therefrom;
(b) A legend in substantially the following form has been or will be
placed on any certificate(s) or other document(s) evidencing the Shares:
THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE. WITHOUT SUCH REGISTRATION,
SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO
THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE
EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF
1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION
PROMULGATED THEREUNDER.
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(c) Stop transfer instructions to the transfer agent of the Shares
have been or will be placed with respect to the Shares so as to restrict the
resale, pledge, hypothecation or other transfer thereof, subject to the further
items hereof, including the provisions of the legend set forth in subparagraph
(ii) above; an
(d) The legend and stop transfer instructions described in
subparagraphs (b) and (c) above will be placed with respect to any new
certificate(s) or other document(s) issued upon presentment by the undersigned
of certificate(s) or other document(s) for transfer.
(e) St. Clair will be responsible for compliance with all conditions
on transfer imposed by any federal or state securities statute and securities
law administrator and for any expenses incurred by the Company for legal or
accounting services in connection with reviewing such a proposed transfer and/or
issuing opinions in connection therewith.
4. Governing Law. This Agreement shall be governed by and interpreted in
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accordance with the laws of the State of California.
5. Entire Agreement. This Agreement sets forth the entire agreement
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between the parties with regard to the subject matter hereof. No other
agreements, covenants, representations or warranties, expressed or implied, oral
or written, have been made by either party to the other with respect to the
subject matter of this Agreement. All prior and contemporaneous conversations,
negotiations, possible and alleged agreements and representations, covenants and
warranties with respect to the subject matter hereof are waived, merged herein
and superseded hereby.
6. Modification and Revocation. This Agreement may not be modified or
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revoked except by a written instrument executed by all parties to this
Agreement.
7. Signatories. All signatories to this Agreement represent that they are
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duly authorized and have full power to enter into this Agreement.
8. Additional Acts. All parties shall execute and deliver all documents
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and perform all further acts that may be reasonably necessary and useful to
effectuate the purposes and provisions of this Agreement.
9. Multiple Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. A facsimile transmission
of this signed Agreement shall be legal and binding on all parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the date first appearing above.
ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
By___________________________________________
Xxxx Xxxxxxxx, President
_____________________________________________
ST. CLAIR
By___________________________________________
Name _______________________, Title________
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