EXHIBIT 10(xx)
CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT
THIS SETTLEMENT AGREEMENT (hereinafter "Settlement") is made this 5th day
of February, 1998 by and between COMPUTERIZED THERMAL IMAGING, INC. (hereinafter
"CTI"), and REG -S- INTERCONTINENTAL, LTD., BANCO COOPERATIVO COSTARICENSE,
MARDI INTERNATIONAL CORPORATION and PEGASUS FINANCIAL SERVICES CORP.
(hereinafter "Investors"), ▇▇▇▇▇ ▇▇▇▇▇, (collectively "Defendants").
WHEREAS, CTI instituted suit in the United States District Court, Southern
District of Florida, Miami Division, in Case Number: 97-3960 CIV-▇▇▇▇▇▇▇
(hereinafter "the lawsuit").
WHEREAS, the parties to this Agreement wish to settle and compromise all
claims of the parties hereto regarding the lawsuit and the purchase of stock of
CTI made by the Investors thereto, without admitting liability or wrongdoing on
the part of any party hereto.
THEREFORE, in consideration of the mutual promises herein provided, the
parties to this Agreement hereby agree as follows:
1. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ shall hold in escrow all of the CTI stock
debentures, warrants, and other securities, along with any documents evidencing
rights related thereto (collectively, the "Securities" acquired by the
Investors) which Investors have in their possession. [INTENTIONALLY REDACTED.
INFORMATION IS THE SUBJECT OF A PENDING CONFIDENTIAL TREATMENT REQUEST.]
2. The first installment shall be made no later than February 26, 1998.
The second installment shall be paid thirty (30) days thereafter and the last
installment shall then be paid 30 days after the second installment.
3. Upon complete payment, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ shall deliver to
CTI c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. all Securities for formal cancellation. Upon
release of the documents to CTI, the Investors shall be deemed to have
authorized and consented to the cancellation of the Securities by CTI.
4. The parties to this Agreement hereby agree not to disclose to any
media representative, including but not limited to any newspaper, or electronic
media whatsoever, any of the terms or conditions of any paragraphs of this
Agreement, or any part or portion thereof.
5. It is further agreed that, in addition to maintaining the
confidentiality of the Agreement the parties agree not to disclose or
characterize any of the negotiations between the parties culminating in this
settlement agreement, including any offers, demands, counter-offers or
counter-demands.
6. In addition, the parties shall not disclose or characterize to any
third person the terms of the settlement embodied in this Agreement, or the
negotiations which culminated in this settlement, or any part or portion thereof
unless compelled to do so under legal process or required to do so under
applicable rules and regulations. Except as required by law, under the terms of
this Agreement, only the fact that the parties have settled this matter may be
disclosed.
7. It is hereby understood and agreed that this Agreement upon full
performance by the parties is intended to and will constitute a full and final
release by CTI of all its respective claims against ▇▇▇▇▇ ▇▇▇▇▇, REG -S-
INTERCONTINENTAL, LTD., BANCO COOPERATIVO COSTARICENSE, MARDI INTERNATIONAL
CORPORATION and PEGASUS FINANCIAL SERVICES CORP. Pursuant to this Release
Agreement, the Defendants shall be discharged from any and all liability to CTI
whatsoever, including, without limitation, liability for contribution to and/or
indemnification of any other person.
8. It is hereby understood and agreed that this Agreement upon full
performance by the parties is intended to and will constitute a full and final
release by ▇▇▇▇▇ ▇▇▇▇▇, REG -S- INTERCONTINENTAL, LTD., BANCO COOPERATIVO
COSTARICENSE, MARDI INTERNATIONAL CORPORATION and PEGASUS FINANCIAL SERVICES
CORP. of all their respective claims against CTI. Pursuant to this Release
Agreement CTI shall in the future be discharged from any and all liability to
the Investors whatsoever, including, without limitation, liability for
contribution to and/or indemnification of any other person.
9. The parties declare they have read the foregoing Agreement, discussed
it with their lawyers, and fully understand its terms and that the terms stated
herein are the sole consideration for this Agreement, and that they voluntarily
accept these terms for the purpose of making a full and final compromise,
adjustment, settlement and release of all claims described herein, all without
admission of liability or wrongdoing on the part of any party hereof. This
Declaration is made pursuant to 28 U.S.C. Section 1746. Each party hereto
declares under penalty of perjury that the foregoing is true and correct.
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10. In the event of a breach by any of the parties hereto, the
non-defaulting party may seek enforcement of this Agreement in any Court of
competent jurisdiction including, but not limited to, the United States District
Court, Southern District of Florida.
11. Notice Requirements: All notices, requests, consents and other
communications required or permitted under this Agreement shall be in writing
and shall be hand delivered by messenger or courier service, or mailed by
registered or certified mail (postage prepaid), return receipt requested, or
sent by Federal Express or similar overnight service from which a receipt may be
obtained, addressed to:
CTI c/o
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Defendants c/o
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
& ▇▇▇▇ L.L.P.
▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇
Delivery: Each notice shall be deemed delivered on the date delivered.
SIGNATURES ON NEXT PAGE
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IN WITNESS WHEREOF, they have hereunto set their hands and seals and
executed this Declaration and Agreement this 12th day of February, 1998.
COMPUTERIZED THERMAL IMAGING,
INC. ("CTI")
by: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/
------------------------- -----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇
its CEO
----------------------
REG -S- INTERCONTINENTAL, LTD.
by: /s/
--------------------------------------
its
---------------------------------
BANCO COOPERATIVO COSTARICENSE
by: /s/
--------------------------------------
its
---------------------------------
MARDI INTERNATIONAL CORPORATION
by: /s/
--------------------------------------
its
---------------------------------
PEGASUS FINANCIAL SERVICES CORP.
by: /s/
--------------------------------------
its
---------------------------------
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