TERMINATION AND SETTLEMENT AGREEMENT
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THIS TERMINATION AND SETTLEMENT AGREEMENT (this "Agreement") has been
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executed this 31st day of September, 2001, by and between JEFFREY M. HARVEY, an
individual, residing at 5505 Bryan Street, Dallas, Texas 75206 ("Employee") and
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E-REX, INC., a Nevada corporation, having its principal place of business at
11645 Biscayne Boulevard, Suite 210, Miami, Florida 33181 ("Company").
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R E C I T A L S:
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A. Employee and Company executed that certain Employment Agreement (the
"Employment Agreement") dated March 1, 2001, whereunder Company agreed to employ
Employee as its General Counsel, and Employee accepted such employment, subject
and pursuant to the terms, conditions and provisions thereof.
B. Employee resigned his position as General Counsel by written notice
to Company, effective of even date herewith.
C. Employee and Company now desire to provide for the termination the
Employment Agreement and to settle any amounts and other obligations owing under
the Employment Agreement.
T E R M S:
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NOW THEREFORE, for and in consideration of the premises contained herein
and other good and valuable consideration, the receipt, adequacy and sufficiency
of which are hereby acknowledged, Employee and Company agree as follows:
1. Termination. The Employment Agreement shall be, and hereby is,
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terminated, effective as of the date hereof. Except as provided herein, from
and after the date hereof, neither party shall have any obligation pursuant to
the Employment Agreement.
2. Issuances of Additional Shares.
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A. Promptly upon the full execution of this Agreement, Company shall
issue to Employee 50,000 shares of its common stock to supplement the
depreciation in value of the stock compensation previously paid to Employee
for expense reimbursement and warrants to purchase a number of shares of
its common stock having an aggregate market value based on the bid price at
the time of exercise of $25,000.00 to supplement the depreciation in value
of the stock compensation previously paid to Employee (as provided by
the Employment Agreement) and as additional compensation in order to cover
the tax liabilities generated by the payment in stock rather than cash
required by Company. The warrants shall have a two year term and be
exercisable upon written notice to Company setting forth an exercise
effective date, at a price that is 50% of the average closing bid price for
the five trading days immediately preceding the exercise effective date
(the fifth day in the average calculation being one day prior to the
exercise date).
B. The foregoing shares of stock shall be immediately, or shall have
been prior to delivery, registered with the Securities and Exchange
Commission on Form S-8 or otherwise, so that such shares shall be
immediately free trading and able to be sold on the open market upon
receipt.
3. Miscellaneous.
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A. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and together shall constitute one and
the same instrument.
B. In the event it becomes necessary for either party to employ
the services of an attorney or submit this Agreement to litigation in order
to enforce the terms hereof, the prevailing party shall be entitled
to reimbursement for all reasonable costs related thereto, including
reasonable attorneys' fees and costs.
C. Neither this Agreement, nor any obligation hereunder, may be
assigned, transferred or delegated by either party without the prior
written consent of the non-assigning/non-delegating party.
D. The interpretation and enforcement of this Amendment shall be
construed in accordance with, and governed under, Texas law, and any action
taken with respect hereto shall be filed in a court of competent
jurisdiction in Dallas County, Texas.
[SIGNATURES ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
EMPLOYEE:
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/s/ Jeffrey M. Harvey
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Jeffrey M. Harvey
COMPANY:
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E-REX, INC.,
a Nevada corporation
/s/ Carl E. Dilley
By: ___________________________________
Carl E. Dilley, President