E-42
Exhibit No. 21
Form 10-SB
Amendment No. 1
XXX, Inc.
File No. 0-26917
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is made and entered into this 29th
day of January, 1997, by and between WEALTHNET INCORPORATED
("WealthNet"), a Utah corporation located at 0000 Xxxx Xxxxxx
Xxxxx, Xxxxx 000, Xxxx, Xxxxxxx 00000, FAMILY TELECOMMUNICATIONS
INCORPORATED ("FTI"), a Utah corporation located at 0000 X.
Xxxxxxx, #X-0, Xxxxxxx Arizona 85012? and I-LINK Worldwide, INC.,
a Utah corporation, and its parent MEDCROSS, INC., a Florida
corporation (collectively "I-Link"), whose principal offices are
located at 00 Xxxx Xxxxxxxxx Xxxx Xxxxx, Xxxxxx, XX 00000.
In consideration of the mutual covenant and promises
contained herein the parties agree as follows:
1. Upon the execution of this Settlement Agreement, FTI
shall pay to WealthNet the cash sum of $200,000.00 WealthNet
agrees that it shall pay to I-Link the sum of $11,620.00 each
month for three consecutive months commencing February 1997 as
payment for telecommunications services provided by FTI and
utilized by WealthNet prior to December 31, 1996.
2. WealthNet and FTI agree that all contracts, agreements
arid understandings between them shall be deemed to have been
terminated and cancelled effective December 31, 1996, including,
without limitation, that certain Letter of Intent dated August
19, 1996.-Wealt~~et hereby assigns and transfers to FTI any and
all interest it 'nay have in all accounts receivable from the
members of the WealthNet/WealthCom organization (the "Members")
arising from the Members' use of telecommunications services
provided by ~ through December 31, 1996 (the "Services"). FTI
and/or I-Link shall make every effort to promptly resolve issues
of Member xxxxxxxx so as to collect only actual and correct
amounts payable by the Members for the Services. WealthNet agrees
to assist FTI and/or I-Link, as reasonably requested by FTI
and/or I-Link at no additional out-of-pocket expense to
WealthNet, in their efforts to resolve issues of Member xxxxxxxx
and to collect all actual and correct accounts receivable from
the Members arising from the Services
3. The parties agree that the business relationship
between them shall be established and governed by the Strategic
Member Reseller Agreement (the " I-Link / WealthNet Agreement")
entered into by I-Link and WealthNet simultaneous with the
execution of this Settlement Agreement, and that the I-Link
/WealthNet Agreement shall be deemed to be effective as of
January 1, 1997 and shall govern xxxxxxxx to the Members for
telecommunications services provided through FTI\I-Link for
January 1997 and thereafter. The parties agree and acknowledge
that the termination of contracts, agreements and understandings
and the mutual releases provided for in this Settlement Agreement
shall not affect I-Link /WealthNet Agreement and the parties'
duties, rights and obligations thereunder The parties further
agree that any subsequent termination of the I-Link / WealthNet
Agreement pursuant to its terms shall not affect the termination
of contracts, agreements and understandings and the mutual
releases provided for in this Settlement Agreement.
4. FTI and I-Link for themselves and on behalf of their
affiliates, principals) employees and agents (collectively FTI/I-
Link"), hereby release WealthNet and its affiliates, principals
employees and agents (collectively WealthNet)from all claims,
liabilities, demands and damages, whether known or unknown, that
FTI/ I-Link may have as against WealthNet resulting from any and
all contracts, agreements and understandings between the parties,
and from any and all acts of or omissions to act by WealthNet,
existing or occurring at any time prior to the execution of this
Settlement Agreement. FTI/I-Link specifically do not release the
Members from their payment obligations arising from the Services.
5. WealthNet, for itself and on behalf of its affiliates,
principals, employees, agents and, to the extent it is legally
authorized to do so, the Members (collectively
WealtliNet/Wea1thCom"), hereby release FTI/I-Link from all
claims, liabilities, demands and damages, whether known or
unknown, that WealthNet/WealthCoin may have as against FTI/I-Link
resulting from any and all contracts, agreements and
understandings between the parties, and from any and all acts of
or omissions to act by FTI\I-Link, existing or occurring at any
time prior to the execution of this Settlement Agreement FTI and
I-Link agree that the Members should not be deemed to have waived
any rights they may have as against FTI for inaccuracies in
xxxxxxxx to the Members for the Services.
6. This Settlement Agreement may be executed in multiple
counterparts, provided that effectiveness shall occur only upon
execution by all parties of a counterpart.
7. The persons executing this Settlement Agreement
represent and warrant that they do so having all requisite power
and authority to sign on behalf of the entities indicated
IN WITNESS WHEREOF, the parties have executed this
Settlement Agreement as of the date first above written.
WEALTHNET INCORPORATED FAMILY TELECOMMUNICATIONS
INCORPORATED
By: /s/ Xxx Xxxxx President By: /s/ Xxxxxx Xxxxxxx, President
/s/ Xxxxxx Xxxxxx, Vice
President
I-LINK WORLDWIDE, INC. MEDCROSS, INC.
By: /s/ Xxxx Xxxxxxx, President By: /s/ Xxxx Xxxxxxx,
President
