SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (the "Agreement") is made and entered into by
and among EQUITY GROWTH SYSTEMS, INC., a publicly held Delaware corporation with
a class of securities registered under Section 12(g) of the Securities and
Exchange Act of 1934, as amended ("Equity Growth Systems" and the "Exchange
Act," respectively) WILLIAM A. CALVO III, (Calvo), individually and DIVERSIFIED
CORPORATE CONSULTING GROUP, L.L.C., a Delaware Limited Liability Company,
("Diversified"), Equity Growth Systems, Calvo and Diversified being collectively
referred to as the "Parties" and each being sometimes hereinafter generically
referred to as a "Party").
PREAMBLE:
NOW, THEREFORE, in consideration of the premises, as well as the mutual
covenants hereinafter set forth, the Parties, intending to be legally bound,
hereby agree as follows:
WITNESSETH:
FIRST: TERMS OF SETTLEMENT
Calvo, Diversified and Equity Growth Systems hereby agree to settle all
of their outstanding claims against each other:
A. In full payment of all obligations to Calvo, as an
individual, and Diversified, owed by Equity Growth Systems,
Inc., from the beginning of time until the date of this
Agreement, as well as in consideration for the extinguishment
of all agreements between Equity Growth Systems, Calvo and
Diversified, Equity Growth Systems will, after receipt of a
fully executed, notarized copy of this Agreement, instruct
its transfer agent to issue 150,000 shares of its common
stock to the Yankees Companies, Inc., a Florida Corporation
(Yankees) to which Calvo and Diversified have assigned their
rights to compensation from Equity Growth Systems, and
thereafter deliver the stock certificate evidencing such
shares to Yankees, or whomever Yankees, so chooses, at it's
address as set herein or at an address as the managing
director may direct. This consideration is payment for Calvo
and Diversified's fees and liability in favor of Calvo and
Diversified in the final billing of both totaling,
$150,000.00 representing consulting and/or attorneys' fees.
The common stock is herein conveyed for the consideration of One Dollar
($1.00) per share.
B. Diversified and Equity Growth Systems hereby rescinds and relinquishes
all rights under any agreements between Diversified and Equity Growth
Systems, other than those created by this Agreement, relinquishing rights
to anything involving Equity, including, but not limited to, any loans,
bills of sale, corrected bills of sale, contracts or agreements.
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SECOND MUTUAL RELEASES
In consideration for the exchange of covenants reflected above but
excepting only the obligations created by this Agreement, the Parties hereby
each release, discharge and forgive the other, from any and all liabilities,
whether current or inchoate, from the beginning of time until the date of this
Agreement, other than any involving Yankees.
THIRD: MISCELLANEOUS
3.1 AMENDMENT.
No modification, waiver, amendment, discharge or change of this Agreement
shall be valid unless the same is evinced by a written instrument, subscribed by
the Party against which such modification, waiver, amendment, discharge or
change is sought.
3.2 NOTICE.
All notices, demands or other communications given hereunder shall be in
writing and shall be deemed to have been duly given on the first business day
after mailing by United States registered or unaudited mail, return receipt
requested, postage prepaid, addressed as follows:
To Equity Growth Systems:
902 Clint Moore Road, Suite 136; Boca Raton, Florida 33487
Attention: Charles J. Scimeca, Acting President.
To Calvo and Diversified:
1941 Southeast 51st Terrace, Ocala, Florida 34471
Attention: William A. Calvo III
or such other address or to such other person as any Party shall designate to
the other for such purpose in the manner hereinafter set forth.
3.3 MERGER.
This instrument, together with the instruments referred to herein,
contains all of the understandings and agreements of the Parties with respect to
the subject matter discussed herein. All prior agreements whether written or
oral are merged herein and shall be of no force or effect.
3.4 SURVIVAL.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.
3.5 SEVERABILITY.
If any provision or any portion of any provision of this Agreement, other
than one of the conditions precedent or subsequent, or the application of such
provision or any portion thereof to any person or circumstance shall be held
invalid or unenforceable, the remaining portions of such provision and the
remaining provisions of this Agreement or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
shall not be affected thereby.
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3.6 GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the
State of Florida and any proceedings pertaining directly or indirectly to the
rights or obligations of the Parties hereunder shall, to the extent legally
permitted, be held in Palm Beach County, Florida.
3.7 INDEMNIFICATION.
Each Party hereby irrevocably agrees to indemnify and hold the other
Parties harmless from any and all liabilities and damages (including legal or
other expenses incidental thereto), contingent, current, or inchoate to which
they or any one of them may become subject as a direct, indirect or incidental
consequence of any action by the indemnifying Party or as a consequence of the
failure of the indemnifying Party to act, whether pursuant to requirements of
this Agreement or otherwise; provided that, such claims are asserted by third
parties unrelated to the Parties. In the event it becomes necessary to enforce
this indemnity through an attorney, with or without litigation, the successful
Party shall be entitled to recover from the indemnifying Party, all costs
incurred including reasonable attorneys' fees throughout any negotiations,
trials or appeals, whether or not any suit is instituted.
3.8 LITIGATION.
In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement, the prevailing Party
shall be entitled to recover its costs and expenses, including reasonable
attorneys' fees up to and including all negotiations, trials and appeals,
whether or not litigation is initiated.
3.9 BENEFIT OF AGREEMENT.
The terms and provisions of this Agreement shall be binding upon and
inure to the benefit of the Parties, their successors, assigns, personal
representatives, estate, heirs and legatees.
3.10 CAPTIONS.
The captions in this Agreement are for convenience and reference only and
in no way define, describe, extend or limit the scope of this Agreement or the
intent of any provisions hereof.
3.11 NUMBER AND GENDER.
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.
3.12 FURTHER ASSURANCES.
The Parties agree to do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.
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3.13 STATUS.
Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship, lessor-lessee
relationship, or principal-agent relationship, rather, the relationships
established hereby are those of settling debtor and creditor.
3.14 COUNTERPARTS.
(a) This Agreement may be executed in any number of counterparts.
(b) All executed counterparts shall constitute one Agreement notwithstanding
that all signatories are not signatories to the original or the same
counterpart.
(c) Execution by exchange of facsimile transmission shall be deemed legally
sufficient to bind the signatory; however, the Parties shall, for
aesthetic purposes, prepare a fully executed original version of this
Agreement, which shall be the document filed with the Securities and
Exchange Commission.
3.15 LICENSE.
(a) This Agreement is the property of the Yankees.
(b) The use hereof by the Parties is authorized hereby solely for purposes of
this transaction and, the use of this form of agreement or of any
derivation thereof without Yankees' prior written permission is
prohibited.
(c) The Parties hereby acknowledge that Yankees is not a law firm or
regulated entity and has not provided any Party with any advice
concerning this Agreement, rather, it has informed each Party, as a
condition to their use of this form that they must obtain independent
legal advice.
* * *
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
effective as of the ____ day of February, 1999.
Signed, sealed and delivered
In Our Presence:
EQUITY GROWTH SYSTEMS, INC.
- ---------------------------------
_________________________________ By:
- ---------------------------------
Charles J. Scimeca, Acting
President
(CORPORATE SEAL)
DIVERSIFIED:
- ---------------------------------
_________________________________ By:
- ---------------------------------
William A. Calvo III, Managing Member
- ---------------------------------
- --------------------------------- ---------------------------------
William A. Calvo III, Individually
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STATE OF }
COUNTY OF } ss.:
Before me, an individual duly authorized to administer oaths, did
personally appear: Charles J. Scimeca, Acting President for Equity Growth
Systems, inc., a _________resident personally known to me or produced
identification ____________________________________, who being duly sworn, did
confirm that he executed the foregoing Agreement on the date first hereinbefore
set forth, in the capacities indicated. My commission expires on:
(Seal)
--------------------------
Notary Public
STATE OF }
COUNTY OF } ss.:
Before me, an individual duly authorized to administer oaths, did
personally appears: William A Calvo III, individually, and as Managing Member of
Diversified Corporate Consulting Group, L.L.C., who is a Florida resident
personally known to me or produced identification
____________________________________, who being duly sworn, did confirm that he
executed the foregoing Agreement on the date first hereinbefore set forth, in
the capacities indicated. My commission expires on:
(Seal)
--------------------------
Notary Public
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