SETTLEMENT AGREEMENT
This Settlement Agreement, containing payment terms, is entered into
this 28th day of October, 1996 by and between Xxxxxxx X. Xxxx, an individual
residing in New York ("WOC"), and Xxxxxx Laboratories, Inc., a Maryland
corporation ("CLI").
WHEREAS, after much discussion, the parties hereto agree that WOC is
owed the total sum of $224,825 by CLI; and
WHEREAS, CLI is unable to promptly pay this sum as of the date hereof
but wishes to establish the total amount owed and is willing to make every good
faith effort to retire the balance in the shortest possible time; and
WHEREAS, the parties hereto have also reached an agreement that CLI
will issue 56,340 Common Stock Purchase warrants entitling the holder to
purchase common shares of CLI for a price of $.50 per share, for a period of two
years from the date hereof; and
WHEREAS, the parties desire to bring the relationship between them to a
mutually satisfactory settlement regarding all previous agreements and
relationships and fully and finally settle all claims which the parties now
have, will have, or could have, arising from or related in any way to any
previous dealing between the parties;
NOW, THEREFORE, in consideration of the premises and mutual promises
herein contained, it is agreed as follows:
1. Concurrent with the execution of this Agreement, CLI will deliver a
check to WOC in the amount of $30,000 as an initial payment, thereby reducing
the total amount owed by CLI to WOC to the sum of $194,825.
2. CLI shall also issue to WOC a certificate, of even date with this
Agreement, evidencing WOC's ownership of 56,340 warrants to purchase common
shares of CLI upon the terms and for the period first mentioned above. This
certificate shall be prepared by counsel to CLI and will be issued to WOC within
thirty days of the date hereof.
3. CLI shall use its best efforts to pay the remaining balance at an
early date. It is anticipated by both parties that this will occur not later
than the end of February, 1997. Unpaid balances shall accrue interest at the
annual rate of 15%.
4. In order to induce CLI to pay the initial payment and to issue the
warrants, WOC, individually and on behalf of his heirs, successors and assigns,
represents and warrants to CLI that the sums mentioned herein are accurate as of
the date hereof, and grants to CLI his unconditional and total release from all
claims of whatever description that he, his heirs, successors or assigns might
otherwise assert against CLI for additional amounts.
5. As further consideration, WOC, individually and on behalf of his
heirs, successors and assigns, hereby releases all officers, directors,
employees, agents or representatives of CLI, past, present or future from any
and all claims which might arise from any past relationship, agreement,
representation or warranty that any of them might have had with WOC or might be
alleged to have had with WOC.
6. This Settlement Agreement sets forth the entire agreement between
the parties hereto, and fully supersedes any and all prior agreements and
understandings between the parties.
IN WITNESS WHEREOF, and including to be legally bound hereby, the
parties have executed this Agreement.
XXXXXX LABORATORIES, INC. XXXXXXX X. XXXX
____________________________ ____________________________
301650.001(BF) 2
