SETTLEMENT AGREEMENT
This agreement (the "Settlement Agreement") is entered into this 23rd
day of November, 1999 by DynamicWeb Enterprises, Inc. and VIRTUAL'EX, Inc.
VIRTUAL'EX, Inc. is a corporation located in Alexandria, Virginia. DynamicWeb
Enterprises, Inc. is a corporation located in Fairfield, New Jersey.
WHEREAS; DynamicWeb Enterprises, Inc. and VIRTUAL'EX, Inc. entered
into that certain Business Consulting Agreement dated November 30, 1997 (the
"Agreement"); and
WHEREAS; VIRTUAL'EX, Inc. has expressed a position that it is entitled
to compensation from DynamicWeb Enterprises, Inc. as a result of the Agreement,
and;
WHEREAS; DynamicWeb Enterprises, Inc. has taken a position that
compensation is not due VIRTUAL'EX, Inc. and that there is no business
relationship in existence, and;
WHEREAS; both parties choose to avoid arbitration or litigation of
their respective claims, to an uncertain result, and;
WHEREAS; both parties have agreed upon an alternate means of resolving
their differences without costly and time consuming effort and without admission
of fault or liability.
NOW, THEREFORE, IT IS RES0LVED by the parties executing this
instrument that their claims and respective entitlement shall be decided as
follows:
1. DynamicWeb Enterprises, Inc. will pay, upon execution of this
instrument, to VIRTUAL'EX, Inc., the sum of $8,500.
2. DynamicWeb Enterprises, Inc. will make a further payment of $8,500.
to VIRTUAL'EX, Inc., on or before December 15, 1999. A grace period without
penalty or default, not to exceed 30 days from said date, is agreed.
3. Upon execution of this Settlement Agreement, DynamicWeb
Enterprises, Inc. will deliver a fully-executed Common Stock Purchase Warrant in
the form attached hereto as Exhibit A (the "Warrant") for the purchase of
27,000 shares of DynamicWeb Enterprises, Inc. common stock, to VIRTUAL'EX, Inc.
4. (a) Except as to (i) obligations arising under this Settlement
Agreement, and (ii) obligations arising under or relating to the Warrant,
VIRTUAL'EX, Inc. for itself and its officers, directors, shareholders,
employees, successors, assigns, agents, attorneys, and representatives, hereby
forever and irrevocably releases, remises, discharges, and acquits DynamicWeb
Enterprises, Inc. and its officers, directors, shareholders, employees,
successors, assigns, agents, attorneys, and representatives, from any and all
claims, actions, causes of action, demand rights, damages and costs of
whatsoever kind or nature, whether at law, in equity, or mixed, related to or
arising from any events, acts or omissions that occurred at any time prior to
the date of this Settlement Agreement and that are related to or arise from the
Agreement.
4. (b) Except as to obligations arising under this Settlement
Agreement, DynamicWeb Enterprises, Inc., for itself and its officers, directors,
shareholders, employees, successors, assigns, agents, attorneys, and
representatives, hereby forever and irrevocably releases, remises, discharges,
and acquits VIRTUAL'EX, Inc. and its officers, directors, shareholders,
employees, successors, assigns, agents, attorneys, and representatives, from any
and all claims, actions, causes of action, demands, rights, damages and costs of
whatsoever kind or nature, whether at law, in equity, or mixed, related to or
arising from any events, acts or omissions that occurred at any time prior to
the date of this Settlement Agreement and that are related to or arise from the
Agreement.
5. DynamicWeb Enterprises, Inc. hereby releases all right, title, and
Interest in that certain VIRTUAL'EX, Inc. Business Plan dated September 5, 1997
(the "Plan"), and VIRTUAL'EX, Inc. shall have the exclusive right, title, and
interest in the Plan. DynamicWeb Enterprises, Inc. agrees that VIRTUAL'EX may
use the Plan for any and all purposes in VIRTUAL'EX, Inc.'s sole discretion.
6. Both parties agree that all claims against the other are merged
into and eliminated by the completion of the respective performances stated
herein and that this Settlement Agreement and the Warrant constitute an entire
agreement between the parties.
lN WITNESS WHEREOF; each of the corporate entities has caused this
document to be signed by proper party and acknowledged in their respective
jurisdiction this 23rd day of November, 1999.
DYNAMICWEB ENTERPRISES, INC. ATTEST:
/s/ XXXXX XXXXXXXXXX, XX. /s/ XXXXX XXXXXXXXXX, XX.
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By: Xxxxx Xxxxxxxxxx, Xx. CEO Secretary
VIRTUAL'EX, INC. ATTEST:
/s/ XXXX XXX
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By: Xxxx Xxx, President Secretary
STATE OF NEW JERSEY, COUNTY OF ESSEX} ss:
BE IT REMEMBERED, that on this day of November, 1999, before me,
the subscriber, , personally appeared ,
who, being by me duly sworn on (his/her) oath, deposes and makes proof to my
satisfaction, that (he/she) is the Secretary of DynamicWeb Enterprises, Inc.,
the Corporation named in the within Instrument; that Xxxxx Xxxxxxx is the
President of said Corporation; that the execution, as well as the making of this
Instrument, has been duly authorized by a proper resolution of the Board of
Directors of the said Corporation; that deponent well knows the corporate seal
of said Corporation; and that the seal affixed to said Instrument is the proper
corporate seal and was thereto affixed and said Instrument signed and delivered
by said President as and for the voluntary act and deed of said Corporation, in
the presence of deponent, who thereupon subscribed (his/her) name thereto as
attesting witness.
Sworn to and subscribed before
me, the date aforesaid.
/s/ NINA XXX XXXXXXXXX /s/ XXXXX XXXXXXXXXX, XX.
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Secretary
STATE OF VIRGINIA, COUNTY OF } SS:
BE IT REMEMBERED, that on this day of November, 1999, before me,
the subscriber, personally appeared ,
who, being by me duly sworn on (his/her) oath, deposes and makes proof to my
satisfaction, that (he/she) is the Secretary of VIRTUAL'EX, Inc., the
Corporation named in the within Instrument; that Xxxx Xxx is the President of
said Corporation; that the execution, as well as the making of this Instrument,
has been duly authorized by a proper resolution of the Board of Directors of the
said Corporation; that deponent well knows the corporate seal of said
Corporation; and that the seal affixed to said Instrument is the proper
corporate seal and was thereto affixed and said Instrument signed and delivered
by said President as and for the voluntary act and deed of said Corporation, in
the presence of deponent, who thereupon subscribed (his/her) name thereto as
attesting witness.
Sworn to and subscribed before
me, the date aforesaid.
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Secretary
