Exhibit 10.23
THIS RELEASE AGREEMENT dated September 26, 2006.
BETWEEN:
LOGICAL SEQUENCE INCORPORATED., a body corporate
("LSI")
OF THE FIRST PART
- and -
▇▇▇▇▇▇▇ INTERNATIONAL INC., a body corporate
("▇▇▇▇▇▇▇")
OF THE SECOND PART
- and -
LARNACA LIMITED, a body corporate
("Larnaca")
OF THE THIRD PART
- and -
▇▇▇ ▇▇▇▇▇▇▇▇▇,
("Wandinger")
OF THE FOURTH PART
WHEREAS pursuant to an agreement dated August 15, 2002 by and between Larnaca
and LSI, formerly known as 1525042 Ontario Limited, Larnaca directed that 50,000
shares of LSI preferred stock were to be issued in the name of Wandinger (the
"August 2002 Agreement" and the "Preferred Shares", respectively).
AND WHEREAS the Preferred Shares were never created or issued pursuant to the
laws of the Province of Ontario;
AND WHEREAS Larnaca has agreed to waive and disclaim any and all interest in and
to the August 2002 Agreement and the Preferred Shares in consideration of a full
release from LSI and ▇▇▇▇▇▇▇;
AND WHEREAS: Wandinger has agreed to waive and disclaim any and all interest in
and to the August 2002 Agreement and the Preferred Shares in consideration of a
full release from LSI and ▇▇▇▇▇▇▇;
NOW THEREFORE THE PARTIES HERETO HAVE AGREED as follows in consideration of the
mutual covenants and agreements hereinafter set forth:
1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (solely in the role as Director of Lawtec Services
Limited, the Corporate Director of Larnaca ("Lawtec") and Larnaca represent
and warrant to LSI that Lawtec is an officer and director of Larnaca, a
corporation formed under the laws of the Turks and Caicos Islands, and has
full authority to execute this Agreement on behalf of Larnaca, without the
approval or consent of any third party with respect to the matters to which
this Settlement Agreement relate.
2. Larnaca waives any and all claims relative to the August 2002 Agreement and
the Preferred Shares and agrees to be forever estopped from asserting any
such rights thereto in law or in equity in any jurisdiction.
3. Larnaca acknowledges that the below release of claims is and shall be valid
consideration for the transfer of assets set forth in the August 2002
Agreement and that Larnaca has no right, title or claim to any of the said
assets or proceeds therefrom.
4. Wandinger hereby disclaims and waives any and all right, title, or claim to
the August 2002 Agreement and the Preferred Shares and any and all right,
title, or claim that Wandinger has, had, or may ever have at any time in
relation to the August 2002 Agreement and agrees to be forever estopped
from asserting any such rights thereto in law or in equity in any
jurisdiction.
5. Wandinger agrees to cooperate with LSI with respect to the surrender of any
and all documents in his possession with respect to LSI, ▇▇▇▇▇▇▇
International Inc., and ▇▇▇▇▇▇▇ Investments, Ltd., subject however, to any
requirement imposed upon Wandinger by the applicable law society to retain
copies of file materials relating to any legal services provided by
Wandinger to LSI and ▇▇▇▇▇▇▇. The release of Wandinger hereof shall be
conditional and shall take effect upon the surrender of any and all
documents in his possession with respect to LSI, ▇▇▇▇▇▇▇ International
Inc., and ▇▇▇▇▇▇▇ Investments, Ltd. to J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at Halifax, Nova
Scotia at the offices of LSI.
6. Subject to full compliance with the terms hereof, LSI and ▇▇▇▇▇▇▇ hereby
release Larnaca and Wandinger of and from all manner of actions, causes of
actions, suits, liabilities, claims and demands, which against Larnaca
and/or Wandinger, LSI and ▇▇▇▇▇▇▇ ▇▇▇ ever have, now have or which LSI and
▇▇▇▇▇▇▇ can, shall, or may have against Larnaca and/or Wandinger for or by
reason of the August 2002 Agreement and the Preferred Shares and all other
matters connected therewith, absent criminal and unlawful behavior, and
Larnaca and Wandinger hereby release ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Investments, Ltd. and
LSI, their respective officers, directors, employees and agents from any
and all liability to Larnaca and/or Wandinger with respect to the August
2002 Agreement and the Preferred Shares and all other matters, absent
criminal and unlawful behavior. Notwithstanding the above, Wandinger (which
herein includes any legal corporation of Wandinger) shall remain subject to
all his duties as a former solicitor of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Investments, Ltd.
and LSI and ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Investments, Ltd. and LSI shall be subject to
the due payment of all accounts for legal services and consulting services
provided by Wandinger to ▇▇▇▇▇▇▇ and LSI as represented by the various
accounts rendered to date to a maximum amount including taxes and
disbursements of $28,000 (the "Capped Amount"), unless otherwise agree to
in writing between the parties hereto. LSI and ▇▇▇▇▇▇▇ agree to pay their
respective outstanding accounts of Wandinger for legal and consulting
services only to the extent of the Capped Amount on the date this Agreement
is executed and deliver to counsel to ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Investments, Ltd.
and LSI with the records referred to in paragraph 5 hereof. On such payment
of the Capped Amount, Wandinger shall not have any further claim and such
excess above the Capped Amount shall automatically be written off.
Wandinger agrees to maintain the confidentiality of the business interests
of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Investments, Ltd. and LSI.
7. This Settlement Agreement shall be governed by the laws of the Province of
Nova Scotia, Canada and the parties irrevocably attorn to the jurisdiction
thereof.
8. Time shall be of the essence in all respects.
9. This Settlement Agreement and the documents flowing therefrom constitute
the entire agreement between the parties and supersedes all previous
agreements, verbal or written, with respect to any matters referred to
herein.
10. This Agreement may be executed in any number of counterparts of the
signature page, each of which shall be considered an original. In addition,
a signature which is reproduced by facsimile transmission shall be deemed
an original. This Agreement may be executed by telecopy and is binding as a
result.
IN WITNESS WHEREOF the parties hereto have each properly executed this
settlement agreement.
SIGNED AND DELIVERED ) LOGICAL SEQUENCE
In The Presence Of: ) INCORPORATED
)
)
) By: /s/J.▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (c/s)
▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ) ---------------------------
----------------- J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
Witness )
)
SIGNED AND DELIVERED ) ▇▇▇▇▇▇▇ INTERNATIONAL
In The Presence Of: ) INCORPORATED
)
) By: /s/J.▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (c/s))
▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ) ----------------------------
------------------
Witness
)
SIGNED AND DELIVERED ) LARNACA LIMITED
In The Presence Of: )
)
) By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (c/s)
) ----------------------------
____________________________ ) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Director
Witness )
)
SIGNED AND DELIVERED )
In The Presence Of: )
)
) /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ (s)
) ------------------------
▇. ▇▇▇▇▇▇ ) ▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------- )
Witness )
)