SETTLEMENT AGREEMENT
This Settlement Agreement (the "Settlement Agreement") is made and entered
into this 30 day of May, 2002, by and among JACOB INTERNATIONAL, INC.
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(hereinafter referred to as "Jacob"); XXXX X. XXXXXX, Individually (hereinafter
referred to as "Marc"); XXXXXX X. XXXXXX (hereinafter referred to as "Xxxxx");
XXXXXX X. XXXXXX & ASSOCIATES, P.C. (hereinafter referred to as "Xxxxxx
Associates"); RAPID RELEASE RESEARCH, LLC (hereinafter referred to as "Rapid
Release") (all hereinafter jointly called "First Party"); and PANGEA PETROELUM
CORP. (hereinafter referred to as "Pangea"); PANGEA SERVICES, INC. (hereinafter
referred to as "PSI") and XXXXXXX X. XXXXXXX (hereinafter referred to as
"Xxxxx") (hereinafter jointly called "Second Party"). All of the aforesaid
parties to this Settlement Agreement are hereinafter collectively referred to as
the "Parties".
WHEREAS, there are disputes regarding the liability and amount of the
claims payable by and between the First Party and the Second Party, some which
are known and may be asserted and some which may not be known and may be
asserted in the future, and the Parties, upon consideration of the facts and
law, and in consultation with their own legal counsel, agree that it is in the
best interests of all Parties to compromise and settle all controversies,
claims, demands, liabilities and causes of action, known or unknown, between
themselves as set forth herein in order to resolve controversies, reduce costs
and recognize the rights and privileges of each party; and
WHEREAS, the Parties have considered the amount of time, effort and cost to
do an audit of the assets, receipts, liabilities, debts and obligations of the
Parties; and
WHEREAS, among other assets, Jacob owns:
(a) approximately 5,591,000 shares of Pangea represented by two (2)
certificates in hand and a missing or lost certificate for 215,000 shares;
and
(b) 1,000,000 shares of Consolidated Medical Management, Inc. ("CMMI")
represented by certificate dated February 11, 2000.
WHEREAS, among other assets, Pangea owns:
(a) All (100%) of the issued and outstanding shares of PSI; and
(b) Twelve Million Five Hundred Thousand (12,500,000) warrants
("Warrants") to purchase shares of Paradigm Advanced Technologies, Inc.
("Paradigm") at a price of $1.00 per share.
WHEREAS, PSI owns 475,000 shares of the Class A common membership units of
WorldLink USA, LLC, a Nevada limited liability company ("WorldLink"), which
shares are subject to a Voting Trust and Transfer Agreement and which has no
debts or agreements except to Marc and/or WorldLink; and
Settlement Agreement between Jacob and Pangea, et al. Page 1 of 9
WHEREAS, Rapid Release owns or asserts claims against Pangea for accounts
receivable and/or promissory notes, as set forth below, in the amount of not
less than $158,000; and
WHEREAS, Pangea owns or asserts claims against Rapid Release and/or Xxxxxx
Associates and/or Xxxxx for medical insurance premiums paid; and
WHEREAS, the Parties hereto have agreed to this Settlement Agreement which
sets forth the terms, conditions and stipulations of the settlement between the
Parties.
NOW, THEREFORE, the First Party and the Second Party have agreed, for good
and valuable consideration, the receipt of which is hereby acknowledged,
voluntarily and knowingly, execute this Settlement Agreement with the express
intention of settling any and all controversies, disputes, claims, debts and
liabilities between themselves and releasing each other as set forth herein.
1. The recitals set forth above are hereby adopted and incorporated
herein.
2. The Parties hereto agree that a Closing shall be held at the Office
of Xxxxxx X. Xxxxxx at 0000 Xxxx Xxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 on
May 30, 2002 (the "Closing Date"). At the Closing the Parties hereto shall
execute this Settlement Agreement and the documents contemplated to be executed
pursuant to Section 4 hereof.
3. The Parties hereto agree that at or before Closing:
(a) Jacob will transfer to its wholly owned, debt-free subsidiary
(e-natomy, Inc., a Nevada corporation, or such other wholly owned
subsidiary as it may choose, provided that there are no other assets or
debt in the subsidiary);
(i) Its two certificates for shares of Pangea and a xxxx of sale
and affidavit of loss or missing certificate for 215,000 shares of
Pangea, which affidavit will state that Jacob has no knowledge of the
existence or previous transfer of such certificate and that the shares
should be cancelled, and will agree, that the lost certificate will be
delivered to the Transfer Agent if such certificate is found in the
possession or control of Jacob or its officers, shareholders or
directors; and
(ii) Nine hundred thousand (900,000) shares of Consolidated
Medical Management, Inc.
(b) Pangea will cause to be transferred to PSI two hundred thousand
(200,000) warrants dated August 30, 2000, to purchase common stock of
Paradigm for $1.00 per share.
4. At Closing, the Parties will deliver the following executed
documents:
Settlement Agreement between Jacob and Pangea, et al. Page 2 of 9
(a) Stock Exchange-Xxxx of Sale - Pangea will exchange, transfer and
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deliver with and to Jacob all of the issued and outstanding stock of PSI
for all of the issued and outstanding stock of e-natomy, Inc. in a tax free
exchange;
b) Cash Payment-- Jacob shall deliver to Pangea at Closing $75,000.00
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in cash or cash equivalent on behalf of e-natomy, Inc.;
(c) Paradigm Stock--Jacob shall deliver or cause to be delivered to
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e-natomy, Inc. 900,000 shares of Paradigm common stock, free of
any restrictive legends;
(d) Promissory Notes - between Rapid Release and Pangea shall be
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delivered to Pangea marked cancelled, or an Affidavit of Lost
Note shall be delivered to Pangea;
(e) Quit-Claim Deed from Pangea to Marc for any interest in or to or
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joint ownership or claim in, to or of Lot Seven (7) of Bloc Four (4) of
Lake Colony, Section One (1), a subdivision in Fort Bend County, Texas,
commonly known as 0000 Xxxx Xxx, in the City of Xxxxxxxx, Fort Bend County,
Texas, together with all improvements thereon, hereinafter referred to as
the "Property";
(f) Mutual Release between Jacob, Marc, Xxxxx and Xxxxxx Associates
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(hereinafter collectively referred to as the "First Party"), and Pangea,
PSI and Xxxxx (hereinafter collectively referred to as the "Second Party");
(g) Mutual Release between Pangea and Rapid Release;
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(h) Stock Certificates - such certificates as may be reasonably
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necessary and appropriate to evidence the transfer and delivery of the
shares of all capital stock of PSI, CMMI, Paradigm, e-natomy, Inc. and
Pangea;
(i) Resignation by the entire Board of Directors of PSI and the
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appointment of a new Board of Directors as provided by Jacob;
(j) Resignation by the entire Board of Directors of e-natomy, Inc. and
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the appointment of a new Board of Directors as provided by Pangea;
(k) Corporate Resolutions of the Board of Directors of Xxxxx, Xxxxxx
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Associates, Rapid Release, Pangea and PSI, certified by their respective
officers, which authorize the execution, delivery and performance of this
Settlement Agreement and the documents referred to herein to which it is or
is to be a party dated as of the Closing Date;
(1) Certificates of Incumbency as may be reasonably necessary and
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appropriate to evidence the authority of the signatories to the instruments
to be delivered by any corporation or limited liability company; and
(m) Written Consent of Xxxxx X. Xxxxxxx to the transactions by and
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between (i) Jacob and Pangea, (ii) the cancellation of the Promissory
Notes, and (iii) the execution of the
Settlement Agreement between Jacob and Pangea, et al. Page 3 of 9
Release between Rapid Release and Pangea. In the alternative, Xxxxx X.
Xxxxxxx may join in the execution of the documents.
5. Prior to Closing, Jacob will submit its certificate for 1,000,000
shares of CMMI ("CMII Shares") to the transfer agent, Deposit Guaranty
Insurance, to be reissued in two certificates: one for 900,000 shares in the
name of Pangea and one for 100,000 shares in the name of Jacob, neither of which
shall bear any restrictive legend. Pangea will obtain and submit an attorney's
opinion from Xxxxxxx Xxxxxx, who is counsel for CMMI, that the restrictive
legend on the 1,000,000 CMMI Shares can be removed.
6. Rapid Release holds various accounts receivable and/or promissory
notes ("Promissory Notes") owed or issued by Pangea which total at least
$158,000; and Pangea hold claims for reimbursement of medical insurance premiums
paid for and on behalf of Rapid Release and Xxxxxx Associates. The Promissory
Notes and claims for medical insurance premiums will be mutually cancelled and
mutual releases executed.
7. Pangea shall execute and deliver a Quitclaim Deed to Marc for any
right, title or interest or joint ownership or claim in, to or of Lot Seven (7)
of Block Four (4) of Lake Colony, Section One (1), a subdivision in Fort Bend
County, Texas, commonly known as: 0000 Xxxx Xxx, in the City of Xxxxxxxx, Fort
Bend County, Texas, together with all improvements thereon, hereinafter referred
to as the "Property". The Property is appraised at approximately $137,000 less
$102,000 mortgage.
8. This Settlement Agreement shall bind each person or party named
herein, jointly and severally, and their successors and assigns and
beneficiaries, from all claims, demands and actions, which any named member of
one Party now has against the named members of the other Party.
9. The Parties further acknowledge and represent to each other that
they have not assigned or agreed to assign, all or any portion of any causes of
action which may be asserted in the above-styled and numbered causes or arising
by and between the Parties, whether known or unknown as of the date of closing.
10. Authorization of Agreement. Xxxxx, Xxxxxx Associates, Rapid
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Release, Pangea and PSI (collectively the "Corporate Parties") have all
requisite corporate power and authority to execute and deliver this Agreement
and to perform its obligations hereunder. The execution and delivery by the
Corporate Parties of this Agreement and the performance by the Corporate Parties
of its obligations hereunder (a) have been duly and validly authorized by all
requisite corporate action and (b) will not violate its charter or bylaws or
Articles of Organization or Regulations, as the case may be, or any order, writ,
injunction, decree, statute, rule or regulations applicable to it or any of its
properties or assets, or be in conflict with, result in a breach of or
constitute a default under any note, bond, indenture, mortgage, lease, license,
franchise agreement or other agreement, instrument or obligation, or result in
the creation or imposition of any lien, charge or encumbrance of any kind or
nature whatsoever upon any of the properties or assets of the Corporate Parties.
This Agreement and each and every agreement, document, exhibit and instrument to
be executed, delivered and performed by the Corporate Parties in
Settlement Agreement between Jacob and Pangea, et al. Page 4 of 9
connection herewith constitute or will, when executed and delivered, constitute
the valid and legally binding obligations of the Corporate Parties enforceable
against it in accordance with their respective terms, except as enforceability
may be limited by applicable equitable principles or by bankruptcy, insolvency,
reorganization, moratorium, or similar laws from time to time in effect
affecting the enforcement of creditors' rights generally.
11. Marc, Xxxxx and Xxxxx are individuals of full age of maturity, with
full power, capacity and authority to enter into this Settlement Agreement and
perform the obligations contemplated hereby by and for himself and his spouse.
All action on the part of Marc, Xxxxx and Xxxxx necessary for the authorization,
execution, delivery and performance of this Settlement Agreement by him has been
taken and will be taken prior to Closing. This Settlement Agreement, when duly
executed and delivered in accordance with its terms, will constitute legal,
valid and binding obligations of Marc, Xxxxx and Xxxxx, enforceable against
Marc, Xxxxx and Xxxxx in accordance with its terms, except as may be limited by
bankruptcy, insolvency and other similar laws affecting creditors' rights
generally or by general equitable principles.
12. Conditions Precedent:
(a) Pangea will obtain the written consent of Xxxxx X. Xxxxxxx to the
transactions by and between (i) Jacob and Pangea, (ii) the cancellation of
the Promissory Notes and (iii) the Release between Rapid Release and
Pangea. The document shall be satisfactory in form and substance to legal
counsel for the Parties and shall provide that Xxxxx X. Xxxxxxx shall
relinquish, waive and/or release any of his claims against Pangea, Xxxxx,
Xxxx or Xxxxx arising from or out of the transactions provided herein only.
Alternatively, Xxxxx X. Xxxxxxx may join in the instruments contained
herein without release of claims against him nor release of claims he may
hold against any party hereto.
(b) Pangea will obtain the Promissory Notes from Xxxxx X. Xxxxxxx for
cancellation.
13. Non-Disparagement. All Parties hereto agree that they will make no
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deliberate action, by word or deed, to criticize, disparage, harm or discredit
the interests, character or reputation of the other Parties hereto, or to cause
the other Parties hereto to appear in an unfavorable light, or to damage in any
way the other Parties' relations with the media, employees, vendors or
customers; provided, that this Paragraph 13 shall not be applicable in
litigation or arbitration or response pursuant to a subpoena or other judicial
or governmental matter.
14. Miscellaneous.
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(a) Notices. Except as otherwise provided, any notices or other
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communications required or permitted to be given pursuant to this Agreement
shall be in writing and shall be considered as properly given if mailed by
first class United States mail properly addressed, postage prepaid,
registered or certified, with return receipt requested, or by prepaid
telegram or by facsimile transmission if receipt is acknowledged by the
Settlement Agreement between Jacob and Pangea, et al. Page 5 of 9.
addressee. Notice so mailed shall be effective upon the expiration of three
business days after its deposit. Notice given in any other manner shall be
effective only if and when received by the addressee. For purposes of
notice, the address of each party shall be the address set forth below such
party's name on the Signature Page hereof; provided, however, that each
party shall have the right to change his respective address for notices
hereunder to another location(s) within the continental United States by
giving written notice to the other party in the manner set forth
hereinabove.
(b) Applicable Law. This Settlement Agreement, and the obligations of
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the parties hereunder, shall be governed by and construed and enforced in
accordance with the laws of the State of Texas and the substantive laws of
the United States of America notwithstanding the law of conflicts of any
other state.
(c) Binding Effect. This Settlement Agreement and the terms, provisions
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and conditions hereof, shall be binding upon and shall inure to the benefit
of the parties, their respective legal representatives, heirs, successors
and assigns; provided, however, that nothing contained herein shall negate
or diminish the restrictions set forth in this Settlement Agreement. This
Settlement Agreement shall not be for the benefit of any third party who is
not a signatory hereof or assignee by written instrument.
(d) Representations and Warranties of Parties. Each of the parties
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hereto represents and warrants to the other that (i) such party has the
full right, power and authority to enter into and execute this Settlement
Agreement; (ii) such party has not assigned or transferred any of its
claims or related rights to any other person or entity, (iii) when fully
executed and performed by all parties, this Settlement Agreement will
constitute the binding obligation of such party, fully enforceable against
such party in accordance with its terms; and (iv) such party has the full
right, power and authority to settle this dispute on behalf of itself and
its members or shareholders and each of their respective members,
shareholders, directors, managers, officers, agents, employees,
representatives, affiliates, subsidiaries, parent corporations, successors,
assigns, owners, predecessors, agents, lawyers and all persons acting by,
through, under or in concert with them, or any of them.
(e) Entire Agreement. This Settlement Agreement contains the entire
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agreement between the parties hereto relating to the subject matter hereof
and all prior agreements relative hereto which are not contained herein are
terminated, cancelled and superseded. THIS SETTLEMENT AGREEMENT AND ALL
DOCUMENTS EXECUTED IN CONNECTION HEREWITH OR CONTEMPLATED HEREBY REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
(f) Amendment. This Settlement Agreement may be modified or changed,
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subject to the other provisions of this Settlement Agreement, only by
setting same forth in a written instrument executed by all Parties. Any
such amendments, variations, modifications or
Settlement Agreement between Jacob and Pangea, et al. Page 6 of 9
changes shall not be effective and binding upon the parties until such
written instrument is executed by all the Parties hereto, or their
successors-in-interest.
(g) Counterpart Originals. This Settlement Agreement may be executed in
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any number of counterparts, each of which shall be deemed to be an original
and all of which taken together shall be deemed to constitute one and the
same.
(h) Facsimile Signatures. Each Party agrees to accept the facsimile
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signature of the other Parties to this Settlement Agreement as evidence of
the execution and delivery of this Settlement Agreement. Such facsimile
signature will be deemed to be binding upon the Parties sending such
facsimile signature.
(i) Exhibits. All exhibits, schedules and documents attached hereto, if
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any, are hereby incorporated in this Settlement Agreement and made a part
hereof by reference.
(j) Severability. This Settlement Agreement is intended to be performed
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in accordance with, and only to the extent permitted by, all applicable
laws, ordinances, rules and regulations. If any provision of this
Settlement Agreement or the application thereof to any person or
circumstances shall, for any reason and to any extent, be invalid or
unenforceable, the remainder of this Agreement and the application of such
provision to the other persons or circumstances shall not be effected
thereby, but rather shall be enforced to the greatest extent permitted by
law.
(k) Time of the Essence. Time is of the essence of this Settlement
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Agreement.
(l) Waiver. Any waiver as to any of the terms or conditions of this
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Settlement Agreement shall not operate as a future waiver of the same terms
and conditions or prevent the future enforcement of any of the terms and
conditions hereof.
(m) Captions. Captions and headings of sections, paragraphs or
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subparagraphs of this Settlement Agreement are solely for the convenience
of the Parties and are not a part of this Settlement Agreement, and shall
not be used for the interpretation or determination of the conditions of
this Settlement Agreement or any provision hereof.
(n) Execution of Additional Documents. Each party hereto agrees to
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execute, within ten (10) days after notice, such other documents,
instruments or written evidence of conveyance or assignment as shall be
reasonably required or appropriate to perfect or evidence any agreement,
transfer, conveyance or assignment of any asset or instrument conveyed or
assigned herein; provided, each proposed document or instrument shall be
subject to approval by counsel for the parties to be bound, which approval
shall be exercised reasonably and in good faith.
(o) Litigation and Attorney's Fees. In the event of a dispute or breach
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or default hereunder, which result in the commencement of judicial
litigation or commercial arbitration, the successful party shall be
entitled to receive from the unsuccessful party, any and all reasonable
attorney's fees, court costs and expenses incurred in determination
Settlement Agreement between Jacob and Pangea, et al. Page 7 of 9
of the dispute or breach or default. In the event of any judicial
litigation, each of the parties waives its right to a trial by jury.
(p) Arbitration. As concluded by the parties hereto, any controversy
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between the parties hereto involving any dispute or claim, by, through or
under, or the construction or application of any terms, covenants, or
conditions of, this Settlement Agreement, shall on the written request of
one party served upon the other, be submitted to arbitration, and such
arbitration shall comply with and be governed by the provisions of the
Texas Arbitration Act ("TAA") as it may be amended; provided, that
Arbitration shall be conducted in Xxxxxx County, Texas and be conducted
under the auspices of the American Arbitration Association ("AAA"). The TAA
laws shall apply, and the AAA rules shall apply if not in conflict with the
TAA laws. All evidence shall be subject to the Texas Rules of Civil
Evidence. There will be three (3) Arbiters, one to be selected by the First
Party and one to be selected by the Second Party, both of whom shall be
selected from the list of Arbiters provided by the AAA. The two selected
Arbiters will select a third Arbiter who will be approved or listed by the
AAA and who shall be an attorney or former judge having been licensed for
at least 5 years as an attorney in Texas; and who shall be the
administrator of the panel. If a party does not designate an Arbiter within
ten (10) days after written notice of the commencement of Arbitration by
the other party, then the AAA shall submit a list of potential Arbiters and
the requesting party shall select at least three Arbiters from the list,
who shall serve as the sole Arbiters. Each party shall, on written demand
of the other party, pay one-half of any Arbitration costs or expenses, and
such payments shall be awarded to the prevailing party as determined by the
Arbiters. A party who fails to pay its one-half of any Arbitration costs or
expenses within ten (10) business days after receipt of written demand by
the requesting party shall be deemed to have defaulted and the Arbiters
shall award all reasonable relief requested to the non-defaulting party
without hearing evidence from the defaulting party. Notwithstanding the
requirement of Arbitration, either party may seek ancillary judicial or
equitable remedies from a court of appropriate jurisdiction to preserve the
status quo or to avoid irreparable harm either before or during the
Arbitration, and such shall be deemed incidental to the Arbitration
Agreement and not an election. Any party to the Arbitration shall have the
right to seek judicial review of any punitive or exemplary damages actually
awarded by the Arbitrators. Any party to the Arbitration may seek judicial
enforcement of the Arbitration awarded by a court of appropriate
jurisdiction.
AGREED this 30th day of May, 2002, at Houston, Texas by each of the parties
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who or which have signed the signature page attached hereto and hereby
incorporated herein.
SIGNATURES ON FOLLOWING PAGE
Settlement Agreement between Jacob and Pangea, Et al. Page 8 of 9
JACOB INTERNATIONAL, INC.
By: /s/ Jacob International, Inc.
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XXXX X. XXXXXX, INDIVIDUALLY
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
XXXXXX X. XXXXXX, INDIVIDUALLY
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
XXXXXX X. XXXXXX & ASSOCIATES, P.C.
By: /s/ Xxxxxx X. Xxxxxx
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RAPID RELEASE RESEARCH, LLC
By: /s/ Rapid Release Research, LLC
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PANGEA PETROLEUM
By: /s/ Pangea Petroleum
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XXXXXXX X. XXXXXXX, INDIVIDUALLY
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Settlement Agreement between Jacob and Pangea, et al. Page 9 of 9
