Exhibit 4.6
SETTLEMENT AGREEMENT AND GENERAL RELEASES
This SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASES ("Agreement") is
made as of this 10th day of June, 2003, by and between Robert Moore ("Moore")
and NDMS Investments, L.P., a Nevada limited partnership ("NDMS"), on the one
hand, and QT-5, Inc., a Delaware corporation ("QT-5"), SBI-USA, LLC ("SBI-USA")
and Shelly Singhal ("Singhal")(Singhal and SBI-USA being collectively referred
to herein as "SBI"), on the other hand, with reference to the following facts
and definitions:
R E C I T A L S:
A. QT-5 is the successor to Quicktest-5, Inc. and Moneyzone.com, Inc.
B. SBI is an investor in QT-5, and is desirous of entering into this
Agreement in furtherance of its interests as an investor and in order to obtain
the releases herein.
C. Devenshire Management Corp ("Devenshire"), Sunset Holdings International
Ltd. ("Sunset"), Alliance Financial Network, Inc. a Nevada corporation
("Alliance"), Chess Management Group LLC ("Chess"), Dale Affonso ("Affonso"),
Christopher Ewing ("Ewing"), and Stephen Radusch ("Radusch") are collectively
referred to herein as the "Consenting Parties").
D. QT-5, on the one hand, and NDMS and Moore, on the one hand, are entering
into a Settlement Agreement and General Releases of even date herewith (the
"Other Agreement"), which the Consenting Parties have the power to accept
pursuant to and under the terms and conditions set forth therein.
E. NDMS has loaned funds to QT-5 pursuant to various promissory notes (the
NDMS Notes").
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F. Moore and QT-5 are parties to that certain Consulting Agreement dated as
of January 1, 2003 (the "Moore Consulting Agreement").
G. At various times, Moore has received from QT-5 certain shares of QT-5's
common stock (the "Moore Shares").
H. At various times, NDMS has received from QT-5 certain shares of QT-5's
common stock (the "NDMS Shares").
I. QT-5 and Devenshire are parties to that certain Bridge Loan Promissory
Note dated as of September 29, 2002 (the "Devenshire Note").
J. QT-5 and Alliance are parties to that certain Bridge Loan Promissory
Note dated as of September 29, 2002 (the "Alliance Note").
K. QT-5 and Affonso are parties to that certain Promissory Note dated as of
January 24, 2003 (the "Affonso Note").
L. QT-5 and Sunset are parties to that certain Consulting Agreement dated
as of June 25, 2002 (the "Sunset Consulting Agreement").
M. QT-5 and Ewing are parties to those certain Consulting Agreements dated
as of December 1, 2002 and January 1, 2003 (the "Ewing Consulting Agreements").
N. QT-5 and Radusch are parties to that certain Consulting Agreement dated
as of January 23, 2003 (the "Radusch Consulting Agreement").
O. At various times, Bossung, Alliance and Chess have, directly or through
related entities, (including family trusts) received from QT-5 shares of QT-5
common stock (collectively, the "Bossung Shares").
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P. At various times, Affonso has, directly or through related entities,
received from QT-5 shares of QT-5 common stock (the "Affonso Shares").
Q. At various times, Sunset and Sanders have, directly or through related
entities, received from QT-5 shares of QT-5 common stock (the "Sunset Shares").
R. At various times, Ewing has, directly or through related entities,
received from QT-5 shares of, and options to purchase shares of, QT-5 common
stock (the "Ewing Shares").
S. At various times, Radusch has, directly or through related entities,
received from QT-5 shares of, and options to purchase shares of, QT-5 common
stock (the "Radusch Shares").
T. Moore, NDMS and the Consenting Parties contend that QT-5 has materially
breached its obligations to them and that SBI and their respective directors,
officers, agents, and/or representatives have engaged in wrongful acts that have
caused harm to Moore, NDMS and the Consenting Parties.
U. QT-5 and SBI contend that NDMS, Moore and the Consenting Parties have
materially breached their obligations to QT-5 and that they engaged in wrongful
acts that have caused harm to SBI.
V. The contentions in Paragraphs T and U are disputed.
W. NDMS and Moore, on the one hand, and QT-5 and SBI, on the other hand,
(collectively, the "Parties") are each desirous of fully and forever amicably
resolving and settling their Claims, disputes and differences, on the terms and
conditions set forth herein. The Parties are also desirous of resolving Claims,
disputes and differences between SBI, on the one hand, and the Consenting
Parties (and related persons and entities) on the other hand.
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X. As used herein, the term "Claims" shall have its broadest possible
meaning and shall include, without limitation: any and all manner of action or
actions, cause or causes of action, suits, proceedings, debts, liabilities,
claims, calls, accounts, accountings, demands, obligations, costs, expenses,
sums of money, controversies, damages, reckonings, and liens of every kind and
nature whatsoever, whether known or unknown, suspected or unsuspected,
contingent or liquidated, in personam or in rem, legal or equitable, statutory
or administrative, which the holder of such Claim has or at any time heretofore
had or may have had, by reason of anything whatsoever occurring, done, omitted
or suffered to be done prior to the date of this Agreement, whether accrued or
accruing before, on or after the date of this Agreement.
NOW, THEREFORE, in reliance upon and in consideration of the mutual
covenants, releases, agreements and conditions contained herein, and subject to
the provisions and terms of this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged by
each and all of the Parties, the Parties each agree as follows:
1. EFFECTIVENESS. This Agreement shall become binding upon execution by all
of the Parties ("Effective Date"), whether in counterpart or upon single
instrument, and shall become fully effective immediately thereupon subject only
to the terms and conditions set forth herein. The provisions of Paragraph 4
hereof shall be binding upon Consenting Parties and inure to the benefit of the
Consenting Parties (and their respective releasees) upon their delivery of
notice to SBI and QT-5 that they consent to be bound by the provisions of
Paragraph 4 hereof.
2. PAYMENT. Immediately upon execution of this Agreement, SBI shall pay to
NDMS the total sum of One Hundred Sixty Eight Thousand Dollars ($168,000) free
and clear of all liens, claims, encumbrances, security interests or equities.
The payment will be made by two
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Cashier's Check(s) payable to "Christensen Miller Client Trust Account" and
delivered to NDMS' counsel at the address set forth below. The first Cashier's
Check shall be in the amount of $122,000, and shall be delivered immediately
upon execution, but no later than 5:00 p.m on Tuesday, June 10, 2003; the second
Cashier's Check shall be in the amount of $46,000 and shall be delivered no
later than 11:00 a.m on Wednesday, June 11, 2003. If the Cashier's Checks are
not delivered timely (time being of the essence), or if they are not paid upon
presentment, this Agreement and the Other Agreement shall be null and void and
of no further effect. The payment contemplated hereunder is being made (a) in
consideration of the releases granted hereunder, and the mutual promises between
NDMS and Moore, on the one hand, and SBI, on the other hand, contained herein,
and (b) in order to induce NDMS and Moore to enter into the Other Agreement.
3. GENERAL RELEASES - PARTIES.
(a) RELEASE OF NDMS AND MOORE BY SBI.
Except for the promises, covenants and obligations created by or under this
Agreement, SBI, on behalf of themselves and their respective parents,
subsidiaries, affiliates, directors, officers, members, managers, predecessors,
successors, assigns, heirs, executors and administrators, do hereby absolutely
fully and forever release, relieve, waive, relinquish and discharge Moore and
NDMS and their respective directors, officers, parents, subsidiaries, members,
managers, partners, predecessors in interest, divisions, affiliates, agents,
attorneys, assigns, heirs, executors and administrators from any and all Claims
which have been, will be or could have been asserted, directly or indirectly,
against them or any of them arising out of or related to any fact, matter or
thing whatsoever, from the beginning of time to the present,
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including, without limitation: (1) any and all Claims arising out of or related
to the NDMS Notes; (2) any and all Claims arising out of or related to the NDMS
Shares; (3) any and all Claims arising out of or related to the Moore Consulting
Agreement; (4) any and all Claims relating to QT-5; (5) any and all claims
arising out of any business relationship between QT-5 and any releasee; and (6)
any and all Claims for fraud, misfeasance, malfeasance, negligence, breach of
duty, wrongful interference, securities violations, advice given or not given.
(b) RELEASE OF SBI BY MOORE AND NDMS.
Except for the promises, covenants and obligations created by or under this
Agreement, NDMS and Moore do hereby absolutely, fully and forever release,
relieve, waive, relinquish and discharge SBI and their respective members,
managers, predecessors in interest, divisions, agents, attorneys, assigns,
heirs, executors and administrators, from any and all Claims arising out of or
related to any fact, matter or thing whatsoever, from the beginning of time to
the present, including, without limitation any and all Claims for fraud, usury,
misfeasance, malfeasance, negligence, breach of duty, wrongful interference,
securities violations, advice given or not given. Notwithstanding the foregoing,
nothing in the foregoing or in this Agreement shall release, relinquish or
waive: (1) the Other Agreement; or (2) any Claims carved out from the releases
given in the Other Agreement
(c) The Parties hereby covenant that they shall not purport to assign or
transfer or hypothecate, expressly, impliedly, or by operation of law, any Claim
released in Subparagraphs 3(a) or 3(b) above. The Parties further covenant not
to commence, maintain or suffer to be maintained, against any releasee, any
Claim released in Subparagraphs 3(a) or 3(b) above, and the Parties represent
and warrant that they shall take all necessary action to dismiss any action,
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suit or proceeding against any releasee based upon or constituting a Claim
released in Subparagraphs 3(a) or 3(b) above. A breach of these covenants may be
specifically enforced, and the parties agree that, in the event of such breach,
the wronged party may obtain injunctive relief in any court of competent
jurisdiction to enforce these covenants, in addition to any other remedy to
which he or it may be entitled.
4. GENERAL RELEASES - CONSENTING PARTIES.
(a) RELEASE OF CONSENTING PARTIES BY SBI.
Except for the promises, covenants and obligations created by or under this
Agreement, SBI, on behalf of itself and its parents, subsidiaries, affiliates,
members, managers, predecessors in interest, divisions, affiliates, agents,
attorneys, assigns, heirs, executors and administrators, does hereby absolutely
fully and forever release, relieve, waive, relinquish and discharge Consenting
Parties and their respective directors, officers, parents, subsidiaries,
members, managers, partners, successors, predecessors in interest, divisions,
affiliates, agents, attorneys, assigns, heirs, executors and administrators from
any and all Claims which have been, will be or could have been asserted,
directly or indirectly, against them or any of them arising out of or related to
any fact, matter or thing whatsoever, from the beginning of time to the present.
(b) RELEASE OF SBI BY CONSENTING PARTIES. Except for the promises,
covenants and obligations created by or under this Agreement, Consenting Parties
hereby absolutely, fully and forever release, relieve, waive, relinquish and
discharge SBI and its members, managers, partners, predecessors in interest,
divisions, affiliates, agents, attorneys, assigns, heirs, executors and
administrators, from any and all Claims arising out of or related to any fact,
matter or thing whatsoever, from the beginning of time to the
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present. Notwithstanding the foregoing, nothing in the foregoing or in this
Agreement shall release, relinquish or waive: (1) the Other Agreement; or (2)
any Claims carved out from the releases given in the Other Agreement.
(c) The Parties and Consenting Parties hereby covenant that they shall not
purport to assign or transfer or hypothecate, expressly, impliedly, or by
operation of law, any Claim released in Subparagraphs 4(a) or 4(b) above. The
Parties and Consenting Parties further covenant not to commence, maintain or
suffer to be maintained, against any releasee, any Claim released in
Subparagraphs 4(a) or 4(b) above, and the Parties represent and warrant that
they shall take all necessary action to dismiss any action, suit or proceeding
against any releasee based upon or constituting a Claim released in
Subparagraphs 4(a) or 4(b) above. A breach of these covenants may be
specifically enforced, and the Parties agree that, in the event of such breach,
the wronged party may obtain injunctive relief in any court of competent
jurisdiction to enforce these covenants, in addition to any other remedy to
which he or it may be entitled.
(d) The provisions of this Paragraph 4 are conditioned upon Consenting
Parties' execution and delivery to QT-5 and SBI, within ten (10) business days
of the Effective Date, of the consent attached as exhibit A to this Agreement.
As each Consenting Party executes and delivers its or his consent, such consent
shall be effective as to such Consenting Party and shall inure to the benefit of
such Consenting Party and his or its respective releasees.
5. WAIVER. In connection with the releases set forth in Paragraphs 3 and 4,
the Parties each acknowledge that they are aware that they or their attorneys
may hereafter discover facts different from or in addition to the facts which
they now know or believe to be true with respect to the subject matter of this
Agreement. Nonetheless, it is their intention hereby fully,
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finally, absolutely and forever to settle and release any and all matters
described in the preceding paragraph hereof which exist, may exist or may
heretofore have existed between them and, in furtherance of such intention, the
Releases herein given shall be and will remain in effect notwithstanding the
discovery of any additional or different facts relating to the subject matter of
this Agreement. Therefore, the Parties each acknowledge that they have had the
opportunity and ability to consult with and be informed by attorneys of their
choosing regarding all aspects of this Agreement and that they are familiar with
Section 1542 of the Civil Code of the State of California, which provides as
follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO HAVE EXISTED IN HIS FAVOR AT THE TIME
OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
The Parties each hereby waive and relinquish all rights and benefits it has or
may have under Section 1542 of the Civil Code of the State of California or any
like statute or law in any other jurisdiction to the full extent it may lawfully
do so.
6. ATTORNEYS' FEES AND COSTS. As they relate to the negotiation and
settlement of the dispute between the Parties, the Parties shall each bear his
or its own attorneys' fees, costs and all other expenses incurred with respect
to all aspects of the negotiation of this Agreement.
7. REPRESENTATIONS AND WARRANTIES
(a) SBI represents and warrants that they are the sole owners of and
have not assigned or transferred (voluntarily, involuntarily or by operation of
law), or purported to assign or transfer, to any person, entity or institution,
any Claim released in Paragraphs 3(a) and/or 4(a) hereof.
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(b) NDMS and Moore represent and warrant that they are the sole owners of
and have not assigned or transferred (voluntarily, involuntarily or by operation
of law), or purported to assign or transfer, to any person, entity or
institution, any Claim released in Paragraph 3(b) hereof.
(c) NDMS and Moore, on the one hand, and Soft Bank, on the other hand,
represent and warrant that there are no Claims against the other(s) which are
not released by Paragraph 3 hereof, or expressly carved-out therein.
(d) SBI represents and warrants that, to the best of their knowledge, the
Moore Shares, the NDMS shares, the Affonso Shares, the Bossung Shares, the
Sunset Shares, the Ewing Shares, and the Radusch Shares have been duly
authorized, validly issued, are nonassessable, are not subject to any preemptive
or other similar rights and have not been issued in violation of any applicable
laws, the QT-5 Articles of Incorporation, the QT-5 Bylaws or the terms of any
contract to which QT-5 is a party or bound. There are no obligations, contingent
or otherwise, to repurchase, redeem or otherwise acquire such shares.
(e) QT-5 and SBI represent and warrant that: (i) SBI-USA is a Limited
Liability Company duly organized, validly existing and in good standing under
the laws of the State of Delaware; (ii) it is duly qualified to transact
business and is in good standing in each jurisdiction in which the failure to be
so qualified would have a material adverse effect on its business or properties;
(iii) it has taken all action on the part of the Company, its members and
managers necessary for the authorization, execution and delivery of this
Agreement and the performance of all obligations hereunder; (iv) this Agreement,
when executed and delivered, shall constitute valid and binding obligations of
the Company, enforceable in accordance with its terms; and (v)
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no consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local
governmental authority on the part of the Company is required in connection with
the consummation of the transactions contemplated by this Agreement
(g) Each of the undersigned executing this Agreement in a representative
capacity represents and warrants, for the reliance of the Parties: (i) that the
entity on whose behalf he signs is validly existing under the laws of the
several States; (ii) that the entity on whose behalf he signs has the requisite
power and authority to enter into this Agreement; and (iii) that he has the
requisite power and authority to execute this Agreement on behalf of such entity
and to bind such entity to the covenants, conditions, representations and
warranties herein.
(h) Each Party to this Agreement, and the undersigned, agree to defend,
indemnify and hold harmless the other Party(ies) and the Consenting Parties from
any Claims arising out of or in connection with his or its breach of the
representations and warranties in this Agreement.
8. CONFIDENTIALITY. The Parties each agree that the terms of this Agreement
shall remain confidential and shall not be disclosed to any third party other
than: (1) to their respective attorneys, accountants, financial advisors and
business partners; (2) as required by applicable federal or state law; (3)
pursuant to a valid subpoena or other compulsory process of a court or other
administrative or governmental entity; or (4) as may be required to enforce the
terms of this Agreement or to perfect any security interest granted pursuant
hereto. In the event that any subpoena or process seeking disclosure of this
Agreement or confidential information concerning its subject matter is received
or expected to be received by any Party (or any officer, director,
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employee, attorney or agent of any Party), such Party shall promptly provide
notice to the other Party.
9. ANTI-DEFAMATION. The Parties each agree not to make any statement to any
third party concerning the other(s) which is false, slanderous or defamatory.
10. SUCCESSORS; BENEFICIARIES. This Agreement, and the covenants and
conditions herein, shall be binding upon each of the Parties and also shall be
binding upon and inure to the benefit of their respective predecessors,
successors and assigns. The Consenting Parties (and their respective releasees)
are intended third party beneficiaries of this Agreement.
11. INTEGRATION; RELIANCE; FRAUD OR MISTAKE. This Agreement and the Other
Agreement contains and constitutes the entire agreement and understanding of the
Parties concerning the subject matter hereof and thereof, and supersedes and
replaces all prior discussions and negotiations, proposed agreements or
agreements, written or oral, pertaining to such subject matters; it is the
intention of the Parties that the Other Agreement fully survive the execution of
this Agreement and that this Agreement survive the Execution of the Other
Agreement. Each of the Parties acknowledges that the other Party has not made
any promise, representation, or warranty not contained herein to induce it to
execute this Agreement and each of the undersigned represents and warrants that
it has not executed this Agreement in reliance on (1) any promise,
representation or warranty not contained herein; or (2) any fact or state of
facts not expressly recited herein. This Agreement settles and releases Claims
for fraud, including Claims of fraudulent concealment, prior to full discovery
of all facts, and by its nature is based upon incomplete knowledge of all
Parties; the Parties acknowledge that they are entering into this Agreement
notwithstanding that fact. Each of the Parties hereto has conducted such
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investigation as it deemed necessary prior to executing this Agreement, waives
and deems unnecessary any further investigation, inquiry or knowledge, and
expressly assumes the risk of any mistake of fact with regard to the making of
this Agreement. The Parties hereby irrevocably waive any right to request or
obtain rescission of this Agreement, and hereby irrevocably elect damages in an
action at law as their sole remedy for any claim of fraud or mistake in entering
into this Agreement. In the event that any claim of fraud or mistake is made by
any Party with respect to this Agreement, this Agreement shall remain in full
force and effect until entry of a final judgment sustaining such claim of fraud
or mistake, and the Party claiming fraud or mistake must pay all legal fees,
costs and expenses (including expert fees) of the defendants on a monthly basis,
pending such final judgment.
12. MODIFICATION. This Agreement may not be supplemented, modified,
amended, waived, released or terminated except (a) by a writing executed by the
Party to be bound thereby and (b) with the written consent of all other Parties.
Any delegation by any Party to this Agreement shall be ineffective to release
that Party from its obligation(s) to perform any delegated covenants, duties, or
agreements under this Agreement unless such delegation has been approved or
ratified in writing by the Party to whom such performance is due.
16. CONSTRUCTION. This Agreement in all respects shall be interpreted,
construed, enforced and governed by and under the laws of the State of
California without regard to any internal conflicts of law principles in such
jurisdiction. The Parties each waive any right, express or implied, to request
or to receive the application of the law of any jurisdiction other than the
State of California. This Agreement was and shall be deemed to have been
prepared in the State of California by all of the Parties jointly, and any
uncertainty or ambiguity existing in this
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Agreement shall not be interpreted against any Party by reason of such Party
having been responsible in any fashion for the drafting hereof. Accordingly, any
rule of law, statutory or decisional, that would require interpretation of any
ambiguities in this Agreement against the Party that has drafted it shall be of
no application and hereby is expressly waived to the fullest extent possible.
The provisions of this Agreement shall be interpreted in a reasonable manner to
effect the intentions of the Parties and of this Agreement. If any non-material
part of this Agreement is ruled enforceable or invalid, such ruling shall not
affect the enforceability or validity of the remaining portions of this
Agreement.
13. EXECUTION. This Agreement may be executed as a single original or in
any number of counterparts, each of which shall be deemed to be an original and
which, taken together, shall be deemed to be one and the same instrument.
Signatures delivered by facsimile shall be effective as original signatures.
14. BREACH. In the event that any proceeding, suit or action is brought to
enforce any provision of this Agreement, or in connection with any breach of or
default under this Agreement, the prevailing Party shall be entitled to recovery
of its reasonable costs and expenses, including actual attorneys' fees, in
addition to any other relief to which that Party may be entitled.
15. NOTICES. All notices required by this Agreement shall be deemed to have
been made (a) on the date of actual delivery thereof, if sent by facsimile (with
confirmation report) or personally delivered to the below address, or (b) on the
date which is two days after deposit with United States Express Mail or
overnight courier, addressed as follows:
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(a) If to QT-5:
5655 Lindero Canyon Road, Suite 120
Westlake Village
Attention: Timothy Owens
Facsimile: 916-313-3565
(b) If to SBI: 2361 Campus Drive, Suite 210
Irvine, CA 92612
Attn: Shelly Singhal, Managing Director
Facsimile: 949-679-7280
(c) If to NDMS or Moore:
5855 Via Manigua
Las Vegas, NV
89120 Attention: Robert Moore
Facsimile: 702-547-4559
- with a copy to -
CHRISTENSEN, MILLER, FINK,
JACOBS, GLASER, WEIL & SHAPIRO, LLP
2121 Avenue of the Stars, 18th Floor
Los Angeles, California 90067-5010
Attention: Kevin J. Leichter, Esq.
Facsimile: 310-556-2920
16. ASSISTANCE OF COUNSEL. The Parties each acknowledge that it has been
represented by independent counsel of its own choice throughout all negotiations
proceeding the execution of this Agreement and in the execution of this
Agreement and that each of the Parties has
/ / /
/ / /
/ / /
/ / /
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executed this Agreement after consultation with counsel and after careful
consideration of each of its terms and with full understanding of the legal
effect of such terms. THE UNDERSIGNED HAVE READ AND UNDERSTAND THE FOREGOING AND
AGREE TO ITS TERMS AS OF THE DATE SET FORTH AT THE BEGINNING OF THIS
AGREEMENT.
Dated: June 10, 2003 QT-5:
By /s/ Timothy Owens
---------------------------------------
Timothy Owens, CEO/Director
By /s/ Steve Reder
---------------------------------------
Steve Reder, President/Director
Dated: June 10, 2003 SBI-USA LLC
By /s/ Shelly Singhal
---------------------------------------
Shelly Singhal
Dated: June 10, 2003 NDMS INVESTMENTS, L.P.
By /s/ Robert Moore
---------------------------------------
Robert Moore, General Partner
/s/ Shelly Singhal
---------------------------------------
Shelly Singhal, Personally
/s/ Robert Moore
---------------------------------------
Robert Moore, Personally
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EXHIBIT A
CONSENT
Reference is made to that certain Settlement Agreement and General Releases
dated as of June 10, 2003. The undersigned hereby consents to the provisions of
Paragraph 4 and agrees to be bound thereby.
Dated: June __, 2003 ALLIANCE FINANCIAL NETWORK
By
-------------------------------
Dated: June __, 2003 DEVENSHIRE MANAGEMENT CORP
By
-------------------------------
Dated: June __, 2003 CHESS MANAGEMENT GROUP
By
-------------------------------
Dated: June __, 2003 SUNSET HOLDINGS INTERNATIONAL
By
-------------------------------
Dated: June __, 2003 DALE AFFONSO
---------------------------------
Dated: June __, 2003 CHRIS EWING
---------------------------------
Dated: June __, 2003 TODD SANDERS
---------------------------------
Dated: June __, 2003 BILL BOSSUNG
---------------------------------
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Exhibit B-1
CONSENT
Reference is made to that certain Settlement Agreement and Mutual General
Releases dated as of June 10, 2003.
Dale Affonso hereby consents to the provisions of Paragraphs 4 and 8 and
agrees to be bound thereby.
DALE AFFONSO, an individual
Dated: June __, 2003 ---------------------------
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Exhibit C-1
CONSENT
Reference is made to that certain Settlement Agreement and Mutual General
Releases dated as of June 10, 2003.
Devenshire Management Corp, Todd Sanders and Sunset Holdings International
Ltd. each hereby consents to the provisions of Paragraphs 5 and 9 and agrees to
be bound thereby.
Dated: June __, 2003 DEVENSHIRE MANAGEMENT CORP
----------------------------------
By:
Its:
TODD SANDERS, an individual
----------------------------------
SUNSET HOLDINGS INTERNATIONAL LTD.
----------------------------------
By:
Its:
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Exhibit D-1
CONSENT
Reference is made to that certain Settlement Agreement and Mutual General
Releases dated as of June 10, 2003.
Alliance Financial Network, Inc., Bill Bossung and Chess Management Group,
LLC each hereby consents to the provisions of Paragraphs 6 and 10 and agrees to
be bound thereby.
Dated: June __, 2003 ALLIANCE FINANCIAL NETWORK, INC.
----------------------------------
By:
Its:
BILL BOSSUNG, an individual
-----------------------------------
CHESS MANAGEMENT GROUP, LLC
-----------------------------------
By:
Its:
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Exhibit E
CONSENT
Reference is made to that certain Settlement Agreement and Mutual
General Releases dated as of June 10, 2003.
Christopher Ewing hereby consents to the provisions of Paragraph 11 and
agrees to be bound thereby.
CHRISTOPHER EWING, an individual
Dated: June __, 2003 --------------------------------
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Exhibit F
CONSENT
Reference is made to that certain Settlement Agreement and Mutual
General Releases dated as of June 10, 2003.
Stephen Radusch hereby consents to the provisions of Paragraph 12 and
agrees to be bound thereby.
STEPHEN RADUSCH, an individual
Dated: June __, 2003 ---------------------------------
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