EMPLOYMENT SETTLEMENT AGREEMENT
This Employment Settlement Agreement (this "Agreement") is by and between
Talk Visual Corporation, a corporation organized and existing under the laws of
the State of Nevada ("TVCP"), and Xxxxxx Xxxxx, an individual residing in Miami
Beach, Florida ("Rosov").
WHEREAS, Rosov has served as Chief Executive Officer of TVCP under a
verbal understanding beginning on November 1, 1999 with Videocall International
Corporation, predecessor to TVCP as adopted and amended at various Board of
Directors meetings (the "Verbal Agreement"); and
WHEREAS, this certain Verbal Agreement shall be terminated effective
February 12, 2002 (the "Effective Date"); and
WHEREAS, TVCP and Rosov intend to enter into a termination arrangement;
and
NOW, THEREFORE, for good and valuable consideration of the mutual
covenants herein contained and the mutual benefits to be gained by the
performance thereof and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Rosov and TVCP acknowledge and agree that the Verbal Agreement is
terminated effective on the Effective Date.
2. Rosov and TVCP further acknowledge and agree that upon execution of
this Agreement, TVCP shall forgive an existing debt obligation of Rosov to TVCP,
as recorded on the books of TVCP, in the amount of Forty Thousand seven hundred
sixty-six dollars and seventy-two cents ($40,766.72), plus any interest due.
Rosov acknowledges the he is solely responsible for any federal or state income
taxes due on those sums.
3. Rosov and TVCP further acknowledge and agree that upon execution of
this Agreement, TVCP shall be obligated for the following items:
a) TVCP shall pay Rosov's health insurance premium for a five month
period commencing February 1, 2002 and ending July 31, 2002.
b) TVCP shall maintain insurance coverage on the BMW driven by Rosov
though February 20, 2002.
c) Pay Rosov his current rate of pay through February 28, 2002.
d) Upon receipt of a listing of all personal effects owned by Rosov
located on TVCP premises, TVCP will promptly box and deliver all
such items.
4. Rosov and TVCP further acknowledge and agree that upon execution of
this Agreement, Rosov shall be obligated for the following items:
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a) Rosov shall return all equipment or property owned by TVCP
including but not limited to cell phone, keys, pass card and any
other equipment located at TVCP or at Rosov's personal residence.
b) Rosov agrees that all customer and other information known by Rosov
is the exclusive property of TVCP and that use of this information
or contact with TVCP customers for business purposes is strictly
prohibited.
5. Rosov and TVCP further acknowledge and agree that upon execution of
this Agreement, Rosov, upon request by TVCP, consents to the following items:
a) Rosov shall be available to assist his successor via telephone or
in person, in transfer and transition of information, duties,
activities, projects or any and all informational requirements for
the successor to execute the duties of the position.
b) Rosov agrees that he is responsible for all SEC filings required
due to his ownership in three million shares of TVCP's common stock
as evidenced by certificate number 1490.
c) Rosov agrees to return the Company car currently in his possession
by February 20, 2002, or such documentation from the dealer that
such car has been purchased by Rosov or such lease and all
associated liability has been transferred to Rosov.
6. By this Agreement, TVCP and Rosov intend to resolve among themselves
any and all claims, demands, actions or causes of action (including any in
equity), whether known or unknown, contingent or otherwise, of whatsoever kind
or nature for or because of any matter or thing done, omitted or suffered to be
done by or on behalf of any party hereto (the "Claims").
7. Except as set forth herein, Rosov and TVCP and their respective
successors, assigns, partners, shareholders, officers, directors, employees,
representatives and affiliates further hereby release, indemnify and hold each
other harmless from any and all Claims arising prior to and including the date
hereof and any other claims, liens causes of action or damages in any way
directly or indirectly arising out of their respective obligations under the
Verbal Agreement or otherwise.
8. The parties further agree that they shall maintain the confidentiality
of the terms of this Agreement, except as required by applicable law.
9. Rosov and TVCP further agree to enter into any agreements or execute
any further documentation reasonably required by the other to evidence and
consummate the agreements set forth herein. In this regard, the parties further
agree fully to reasonably cooperate with each other concerning the disposition
or resolution of any claims or liabilities asserted by any third party against
any of them, concerning the operation of TVCP (i.e., if any third party asserts
false or fraudulent claims against any party hereto, the parties will cooperate
with each other for the purpose of refuting and disposing of such claims; all
out-of-pocket incurred by Rosov related to the disposition or resolution of such
claims or liabilities will be paid by TVCP, to the extent of and in accordance
with the indemnity obligations of TVCP in favor of its employees, officers and
directors).
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10. This Agreement shall be construed under and is enforceable pursuant to
the laws of the State of Florida. Any dispute under this Agreement shall be
resolved in the courts of the state of Rosov's residence.
11. Each party hereto acknowledges that it has read and understands the
effect of this Agreement and that it is executing this Agreement of its own free
will, has availed itself of the opportunity to consult with counsel of its own
choice. Each party covenants to pay its own legal fees incurred in the
negotiation of this Agreement and any matters related to this Agreement.
EXECUTED to be effective the 12th day of February, 2002.
TALK VISUAL CORPORATION
a Nevada Corporation
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Chairman
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Xxxxxx Xxxxx, Individually
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