SETTLEMENT AGREEMENT AND GENERAL RELEASE
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1. PARTIES: The parties to this Settlement Agreement and
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General Release ("Agreement") are CompuMed, Inc. ("CompuMed"), a
corporation, and Xx. Xxxx X. Xxxxxxxx ("Xx. Xxxxxxxx"), an
individual. The Agreement is effective as of August 1, 1996.
2. RECITALS: This Agreement is made with reference to the
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following facts:
2.1 Certain disputes and controversies have arisen
between the parties hereto.
2.2 Those disputes include without limitation
indemnification claims relating to an action originally entitled
Xxxxx Xxxxxxx, an individual v. Xxxxxx Xxxx, an individual; Xxxx
X. Xxxxxxxx, an individual; Compumed, Inc. a Delaware
corporation; Xxxxxx Xxxxxxxxxx, an individual; Xxxxxxx X.
Xxxxxxx, an individual; XxXxxx X. Xxxxxx, an individual; Xxxxxx
Xxxxx, an individual; Xxxx X. Xxxxxxx, an individual; Xxxxxxx
Xxxxxx, an individual; and Docs 1-100, inclusive ("The Lawsuit").
2.3 It is the intention of the parties hereto to
settle and dispose of, fully and completely, any and all claims,
demands and causes of action heretofore or hereafter arising out
of, connected with or incidental to the dealings or any other
matters between the parties hereto prior to the effective date
hereof.
3. GENERAL RELEASES AND PROMISES: In consideration of the
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mutual general releases contained herein, and for other good and
valuable consideration, the receipt of which is acknowledged by
each party hereto, the parties promise, agree and generally
release as follows:
3.1 Except as to such rights or claims as may be
created or preserved by this Agreement, each party hereby
releases, remises and forever discharges each other party hereto
from any and all claims, demands, and causes of action
(collectively, "Claims"), known or unknown, heretofore or
hereafter arising out of, connected with or incidental to the
dealings or any other matters between the parties hereto prior to
the effective date hereof, including, without limitation on the
generality of the foregoing, any and all claims and demands and
cause or causes of action reflected in or arising out of the
Lawsuit.
3.2 Xxxx Xxxxxxxx shall retain whatever antidilution
rights, if any, which inure to his benefit under the Agreement
and Plan or Reorganization among CompuMed Inc. and Shareholders
of MB Nutraceuticals dated March 14, 1994 (the "Anti-Dilution
Rights"). Nothing herein releases, or is intended to release,
the Antidilution Rights or compuMed's defenses, if any, to Xxxx
Xxxxxxxx'x asserting those rights.
3.3 Each party to this General Release specifically
waives the benefit of the provisions of Section 1542 of the Civil
Code of the State of California, as follows:
"A general release does not extend to claims
which the creditor does not know or suspect
to exist in his favor at the time of
executing the release, which if known by him
must have materially affected his settlement
with the debtor."
3.4 Xx. Xxxxxxxx shall pay $57,500 to Compumed within
two (2) business days after receiving written notice from
CompuMed that (a) Dr. Xxxxxx Xxxx ("Dr. Xxxx") has paid $57,500
to CompuMed pursuant to Dr. Mark's separate Settlement Agreement
and General Release with CompuMed, or (b) CompuMed has received
from Dr. Xxxx collateral in that amount.
4. TRANSFER OF SHARES:
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4.1 Concurrently with the execution hereof, compuMed
shall direct and instruct the transfer agent for CompuMed's stock
to honor and carry out requests and instructions by Xx. Xxxxxxxx
to transfer to other persons CompuMed stock owned by Xx. Xxxxxxxx
or held in xx. Xxxxxxxx'x name, and shall execute all documents
and instruments and take all actions required or desirable to
effect the requested transfers.
5. MISCELLANEOUS:
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5.1 This Agreement shall be deemed to have been
executed and delivered within the State of California, and the
rights and obligations of the parties hereunder shall be
construed and enforced in accordance with, and governed by, the
laws of the State of California.
5.2 This Agreement is the entire agreement between the
parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous oral and written agreements and
discussions. This Release may be amended only by an agreement in
writing.
5.3 This General Release is binding upon and shall
inure to the benefit of the parties hereto, their respective
agents, attorneys, employees, representatives, officers,
insurers, directors, divisions, subsidiaries, affiliates,
assigns, heirs, successors in interest and shareholders;
provided, however, that nothing in this Agreement releases any
claims of any nature that Xx. Xxxxxxxx may have against Xxxxxx
Xxxx, M.D.
5.4 Each party has cooperated in the drafting and
preparation of this Release. Hence, in any construction to be
made of this Release, the same shall not be construed against any
party.
5.5 In the event of litigation relating to this
General Release, the prevailing party shall be entitled to
reasonable attorneys' fees and costs.
COMPUMED, INC.
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By: /s/ Xxx Xxxxxxxxx
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Xx. Xxx Xxxxxxxxx
President
/s/ Xxxx Xxxxxxxx
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Xx. Xxxx Xxxxxxxx
