Exhibit (d)(8)
TERMINATION AGREEMENT
This Agreement by and between ▇▇▇▇▇▇▇▇▇▇ Industries, Inc., a Delaware
corporation (the "Company"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an individual ("▇▇▇▇▇▇▇▇"),
is entered into as of May 15, 2001.
WHEREAS, the Company and ▇▇▇▇▇▇▇▇ have entered into a
Sale/Merger/Acquisition Agreement dated as of April 24, 2000 (the "Sale
Agreement"), pursuant to which ▇▇▇▇▇▇▇▇ is entitled to certain amounts upon the
consummation of certain transactions by the Company for services provided by
▇▇▇▇▇▇▇▇ to the Company in arranging, negotiating and closing such transactions;
and
WHEREAS, the Company is entering into an Agreement and Plan of Merger
with ▇▇▇▇▇▇▇ Corporation and Saltwater Acquisition Corp. (the "Merger
Agreement").
NOW THEREFORE, in consideration of the mutual benefits to be derived
from the making of this Agreement and the mutual covenants and obligations
herein contained, the parties agree as follows:
▇▇▇▇▇▇▇▇ and the Company hereby agree that, pursuant to the terms of
the Sale Agreement, upon the Effective Time (as defined in the Merger
Agreement), the Company will pay or cause to be paid to ▇▇▇▇▇▇▇▇ an amount equal
to $715,000. The parties hereto agree that upon the payment of the aforesaid
amount, the Sale Agreement shall terminate, all obligations to ▇▇▇▇▇▇▇▇
thereunder shall be deemed to have been satisfied in full and no party thereto
shall thereafter have any rights or obligations under the Sale Agreement.
The parties hereto have executed this Agreement as of the date first
above written.
▇▇▇▇▇▇▇▇▇▇ INDUSTRIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇