SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is entered into this
5th day of May, 2000 by and among TEXMONT, INC., a Nevada corporation
("Texmont"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Associates, a Texas general partnership
("▇▇▇▇▇▇▇▇▇ & Associates"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, individually and in his capacity
as general partner of ▇▇▇▇▇▇▇▇▇ & Associates (collectively, "▇▇▇▇▇▇▇▇▇"), and
Ryerson Corporation A.V.V. ("Ryerson").
RECITALS
WHEREAS, Ryerson is the sole shareholder of Texmont; and
WHEREAS, Texmont and ▇▇▇▇▇▇▇▇▇ & Associates entered into that certain
License Agreement dated as of May 28, 1999, as amended (the "License
Agreement"), whereby ▇▇▇▇▇▇▇▇▇ & Associates granted to Texmont a three-year
exclusive license for distribution of Biocatalyst and related products in
Massachusetts; and
WHEREAS, ▇▇▇▇▇▇▇▇▇ & Associates acquired its right to sublicense
Biocatalyst to Texmont from NW Technologies, Inc.; and
WHEREAS, ▇▇▇▇▇▇▇▇▇ has notified Texmont that ▇▇▇▇▇▇▇▇▇ & Associates will be
unable to fulfill its obligations under the License Agreement due to a legal
dispute between ▇▇▇▇▇▇▇▇▇ and NW Technologies, Inc.; and
WHEREAS, Texmont and Ryerson have been damaged by ▇▇▇▇▇▇▇▇▇ & Associates'
inability to fulfill its obligations under the License, including, without
limitation, damages caused by having to withdraw the Company's registration
statement with the Securities and Exchange Commission;
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NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. In consideration of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., an affiliate of
▇▇▇▇▇▇▇▇▇ & Associates, granting to Ryerson an exclusive license of even date
herewith to distribute ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ products in the state of
Massachusetts, Ryerson, its successors and assigns, hereby release, acquit and
discharge ▇▇▇▇▇▇▇▇▇ & Associates, its affiliates, successors and assigns, its
present and former employees, partners, and agents, both individually and in
their partnership capacities, from any and all claims, actions, disputes, causes
of action, rights, demands, debts, damages, costs and attorneys fees, or other
accountings of every kind or nature arising out of the purchase of Texmont stock
and the License Agreement, and from any and all liability for any acts or
omissions of ▇▇▇▇▇▇▇▇▇ & Associates, its present and former employees, partners,
and agents, whether presently known or unknown, including without limitation
those claims, damages, or disputes which could be or have been alleged to have
arisen under common law, including without limitation corporate fiduciary
claims, or under any federal or state securities statute or regulation,
including without limitation claims under Sections 12 and 17 of the Securities
Act of 1933, except as provided in Paragraph 3.
2. ▇▇▇▇▇▇▇▇▇ hereby agrees to diligently prosecute his claims against
NW Technologies in an attempt to recover his ability to fulfill his obligations
to Texmont under the License Agreement, and to take Texmont's interests in the
License Agreement into account in any settlement agreement he may enter into
with NW Technologies concerning Biocatalyst rights.
3. Paragraph 1 shall not release ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇ & Associates
from their performance obligations under the License Agreement or any claims,
actions, disputes, causes of action, rights, demands, debts, damages, costs and
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attorneys fees, or other accountings of every kind or nature which Texmont may
have arising out of the License Agreement, and from any and all liability for
any acts or omissions of ▇▇▇▇▇▇▇▇▇ & Associates, its present and former
employees, partners, and agents, whether presently known or unknown, including
without limitation those claims, damages, or disputes which could be or have
been alleged to have arisen under common law or state or federal law or
regulation, including without limitation breach of contract; provided, however,
that Texmont shall not prosecute any of its claims against ▇▇▇▇▇▇▇▇▇ &
Associates under this Paragraph 3 so long as ▇▇▇▇▇▇▇▇▇ complies with his
obligations under Paragraph 2; and provided further, that upon the consummation
of a merger or reorganization of Texmont with or into any other corporation, or
sale of substantially all of the assets of Texmont, Texmont' rights under this
Paragraph 3 shall be extinguished.
4. Ryerson understands and agrees that the agreements by ▇▇▇▇▇▇▇▇▇ &
Associates set forth herein represent and constitute ▇▇▇▇▇▇▇▇▇ & Associates'
total offer to resolve and fully and finally settle any and all claims, actions,
disputes, causes of action, rights, demands, debts, damages, costs and attorneys
fees, and other accountings of every kind and nature between Ryerson and
▇▇▇▇▇▇▇▇▇ & Associates, and that it is a full, complete and adequate
consideration and compensation for Ryerson's agreement to sign this Agreement
and that Ryerson will receive no other or further consideration under the terms
hereof or otherwise.
5. The parties acknowledge and agree that this settlement is upon
compromise of disputed claims and that nothing contained herein shall be
construed to be an admission of any kind by any party to this Agreement.
6. This Agreement prevails over prior communications regarding the
matters contained herein. This Agreement contains the entire understanding of
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the matters between the parties and no representation, warranty, or promise has
been made or relied on by any party hereto other than as set forth herein.
7. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, their respective heirs, legal representatives, successors
and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the day first written above.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & ASSOCIATES TEXMONT INC.
/s/ /s/
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By ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, General Partner By ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Ryerson Corporation, A.V.V. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ /s/
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Ryerson Corporation, A.V.V. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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