TERMINATION AGREEMENT
This TERMINATION AGREEMENT, dated as of November 12, 2003, is being
made by and between Concentrax, Inc. ("CTRX"), a Nevada corporation with its
principal place of business located in Texas, USA, Mercado Americas, SA ("MA"),
a corporation with its principal place of business located in Bogota, Columbia,
this 12th day of November, 2003 ("Effective Date") (both CTRX and MA referred to
together hereinafter as the "Parties")
WHEREAS, the Company and MA entered into a Strategic Alliance and
Exclusive Distribution Agreement (the "Agreement") on January 2, 2003;
WHEREAS, in connection with the execution of the Agreement, the
Company issued shares of its Common Stock into an Escrow Account, which shares
were place in an Escrow Account with the Law Office of Andrea Cataneo Ltd.
WHEREAS, for various reasons, the Parties were unable to perform
their respective duties under the Agreement, and the Parties wish to terminate
the agreement effective immediately;
NOW, THEREFORE, in consideration of the premises and for other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Subject to the conditions set forth below, and notwithstanding any
provision to the contrary contained in the Agreement, MA hereby consents to the
Company's termination of the Agreement.
SECTION 2. Simultaneous with the execution of this Termination, the Parties
hereby agree that:
(d) MA shall release and forever discharge CTRX from their obligations under the
Agreement, and; (e) CTRX shall release and forever discharge MA from their
obligations under the Agreement,
SECTION 3. CTRX and MA agree that upon the execution of this Agreement, the
Company shall have no further obligation to MA or any of their Affiliates with
respect to any of the same.
SECTION 4. Upon the execution of this Agreement, the following shall take
effect:
(a) The Agreement shall terminate and become void, effective
immediately; and
(b) The following releases shall immediately become effective:
(i) MA hereby releases, acquits, and forever discharges
the Company and any of its subsidiaries, successors
and assigns from (i) any interest it may have in the
Company or any of its any assets and (ii) any
obligation of the Company otherwise arising under or
in connection with the Agreement;
(iv) MA hereby terminates and forever releases any rights
it may have under the Agreement and covenants and
agrees that it shall not seek to exercise any of the
same;
(v) The Company hereby releases, acquits, and forever
discharges MA and its respective Affiliates,
officers, directors, successors and assigns from all
actions, causes of action, damages, judgments,
losses, liabilities, demands and claims which the
Company now has or may have against the MA Releasees,
from the beginning of the world to the effective time
of this release, including but not limited to any and
all actions, causes of action, damages, judgments,
losses, liabilities, demands and claims arising out
of or relating to the Agreement (including without
limitation any funding or lack thereof or any
provision of or failure to provide inventory) and any
of the Parties' actions or omissions in connection
therewith.
SECTION 5. This Termination Agreement may be executed in one or more
counterparts, each of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.
SECTION 6. This Termination Agreement may not be amended except by an instrument
in writing signed by the parties hereto.
SECTION 7. This Termination Agreement shall be governed by, and construed in
accordance with, the laws of the State of Nevada and Colombia, applicable to
contracts executed and to be performed entirely within those jurisdictions. Any
dispute under this Agreement shall be brought and determined in the Chancery or
other Courts of the State of Nevada.
SECTION 8. This Agreement constitutes the entire agreement between the Parties
with respect to the subject matter hereof and shall supersede all prior written
and oral and all contemporaneous oral agreements and understandings with respect
to the subject matter hereof. This Agreement shall prevail in the event of any
conflicting terms or legends which may appear.
SECTION 9. In the event of a conflict between this Agreement and any future
agreements executed in connection herewith, the provisions of this Agreement
shall prevail.
SECTION 10. Any notice, demand, offer, request or other communication of any
kind whatsoever to be given under this Agreement shall be in writing and shall
be delivered by hand, e-mail or by fax to the Parties at:
Concentrax, Inc.
2400 Augusta Place Suite 425
Houston, TX 77057
Phone: (713) 691-8395
Toll Free: (888) 340-9715
Mercado Americas, SA
Bogota, Colombia
IN WITNESS WHEREOF the Parties have hereunto set their hands and seals effective
as of the Effective Date first above written.
SIGNED, SEALED AND DELIVERED BY: SIGNED, SEALED AND DELIVERED BY:
CONCENTRAX, INC., per: MERCADO AMERICAS, SA, per:
/s/ Mark Gifford /s/ Juan de Pombo
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Authorised Signatory Authorised Signatory