SETTLEMENT AGREEMENT
THIS AGREEMENT is made as of the ___ day of _______________,
2001,
BETWEEN:
PLAYANDWIN, INC., a corporation incorporated under the
laws of the State of Nevada ("PWIN"),
- and -
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an individual resident in the Province of
Ontario ("▇▇▇▇▇▇")
WHEREAS ▇▇▇▇▇▇ formerly actedis currently acting as President and
director of PWIN and resignedis expected to resign as president
and director of PWIN on ______________, 2001;upon the completion
of a reverse take-over transaction between PWIN and another
company;
AND WHEREAS PWIN has no outstanding debts owed to ▇▇▇▇▇▇ because
▇▇▇▇▇▇ has assigned to various third parties all debts owed by
PWIN to him or his associates or affiliates;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration for
the mutual premises and covenants contained herein, and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by both parties, the Parties to this
Agreement hereby agree as follows:
1. Mutual Release. Subject to and conditional on the
performance of the covenants contained herein, each Party hereby
remises, releases and forever discharges the other from all
actions, causes of action, suits, debts, accounts, bonds,
covenants, contracts, costs, claims and demands whatsoever in
connection with, or in any way related to:
(a) the employment or retainer of ▇▇▇▇▇▇ as President and senior
officer of PWIN, and his resignation from said positions;
(b) ▇▇▇▇▇▇'▇ acting as a director of PWIN, and his resignation
from said positions; and
(c) ▇▇▇▇▇▇'▇ actions during his term as President, director
and/or senior officer of PWIN.
2. Termination Payments. Notwithstanding the provisions of
section 1 above, PWIN shall pay to Garner the sum of US$70,000 in
ten (10) equal monthly instalments of US$7,000 each, payable on
the 15th day of each month commencing on November 15, 2001. PWIN
itself shall be solely responsible for said payments to ▇▇▇▇▇▇.
3. Buy-Out. PWIN may satisfy its obligation under section 2
above by making one lump-sum payment of US$60,000 to ▇▇▇▇▇▇ at
any time before January 15, 2002, in which case PWIN shall not be
obliged to make the payments prescribed in section 2 above.
4. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario
and the federal laws of Canada applicable therein.
5. Independent Legal Advice. Each Party hereby acknowledges
having been advised to obtain independent legal counsel in
respect of the execution of this Agreement and the completion of
the transactions contemplated herein. To the extent that a Party
declines to receive independent legal counsel in respect of the
Agreement, it waives the right, should a dispute later develop,
to rely on its lack of independent legal counsel to avoid its
obligations, to seek indulgences from the other Parties, or to
otherwise attack the integrity of the Agreement and the
provisions thereof, in whole or in part.
6. Counterparts. This Agreement may be executed by the Parties
in one or more counterparts by original or facsimile signature,
each of which when so executed and delivered shall be an original
and such counterparts shall together constitute one and the same
instrument.
7. Assignments. This Agreement or any requirements or
obligations hereunder may not be assigned by any party without
the express written consent of all the parties.
8. Enurement. This Agreement shall enure to the benefit of and
be binding upon the Parties and their respective successors and
permitted assigns.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.
PLAYANDWIN INC.
Per:_________________________
Authorized Signing Officer
I have authority to bind the
corporation.
_____________________________ _______________________________
Witness ▇▇▇▇▇▇▇ ▇▇▇▇▇▇