AGREEMENT AND MUTUAL GENERAL RELEASE
This Agreement and Mutual General Release ("Agreement") is being
executed and delivered on April 15, 2005, by and among MedLink Central, Inc.
("MedLink"), Neal M. Shapiro ("Shapiro"), Daniel Gershoni ("D.Gershoni"), Marcie
Gershoni ("M.Gershoni") and Weston Capital Quest Corporation ("Weston" or
collectively with MedLink, Shapiro, D.Gershoni and M.Gershoni as the "MedLink
Parties") on the one hand, and Medeorex, Inc. (f/k/a Clixtix, Inc.), a publicly
traded New York corporation ("Medeorex"), Karver Capital Holdings, Ltd.
("Karver"), MDRX, Inc. (f/k/a Medeorex, Inc.), a Delaware corporation and a
wholly owned subsidiary of Medeorex ("MDRX"), and Viktoria Benkovitch
("Benkovitch" and, collectively with Medeorex, Karver and MDRX as the "Medeorex
Parties"), on the other hand.
WHEREAS, on or about August 2, 2004, MedLink and MDRX executed that
certain Asset Purchase Agreement containing various attachments, including
Schedule 1.1 (Acquired Assets), Exhibit A (Bill of Sale), Exhibit B (Assignment
and Assumption Agreement) and Exhibit C (Irrevocable Stock Power) (hereinafter
all of the foregoing being referred to collectively as the "Asset Purchase
Documents"); and
WHEREAS, on or about August 31, 2004, MedLink, Neal Shapiro, Daniel
Gershoni, Marcie Gershoni, Karver and Weston executed that certain Binding
Memorandum of Terms for Investment in MedLink Central (hereinafter the "Binding
Memorandum"); and
WHEREAS, on or about September 13, 2004, Medeorex, Shapiro, D.Gershoni,
M.Gershoni, Benkovitch, Karver and Weston executed that certain Share Exchange
Agreement; and
WHEREAS, in connection with the foregoing Asset Purchase Documents,
Binding Memorandum and Share Exchange Agreement, Shapiro, D.Gershoni, M.Gershoni
and Weston were issued shares of Common Stock of MDRX which they exchanged for
shares of stock in Medeorex (hereinafter the "Medeorex Stock"); and
WHEREAS, on or about September 13, 2004, Shapiro, D.Gershoni,
M.Gershoni and Weston agreed to place the Medeorex Stock into escrow for such
time as certain performance objectives were attained (hereinafter the "Stock
Escrow Agreement"); and
WHEREAS, due to irreconcilable differences, the MedLink Parties and the
Medeorex Parties have agreed to declare the Asset Purchase Agreement, Binding
Memorandum, Share Exchange Agreement and Stock Escrow Agreement null and void
(hereinafter the "Declaration"); and
WHEREAS, in connection with the foregoing Declaration, the MedLink
Parties have agreed to surrender the Medeorex Stock being held in escrow under
the Stock Escrow Agreement without admission that they failed to attain
performance objectives or engaged in wrongdoing of any kind or sort; and
WHEREAS, the Medeorex Parties have agreed to provide a covenant of
non-competition to the MedLink Parties; and
WHEREAS, the MedLink Parties and the Medeorex Parties have agreed to
various other terms and conditions set forth in this Agreement, including
releasing each other of and from any and all other claims that they may have
against each other.
The parties hereto, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally
bound, hereby agrees as follows:
1. The MedLink Parties and the Medeorex Parties hereby agree that the
Asset Purchase Agreement, Binding Memorandum, Share Exchange Agreement, Stock
Escrow Agreement and any and all documents executed by them in connection
therewith (except for that certain Non-Disclosure Agreement executed by Dr. Jack
Kachkar on April 27, 2004) be, and the same hereby are, null and void. The
Medeorex Parties agree to indemnify and hold the MedLink Parties harmless of and
from any and all third-party liability to which the MedLink Parties may be
exposed to the extent arising out of or relating to the Asset Purchase
Agreement, Share Exchange Agreement and Stock Escrow Agreement, except to the
extent arising from the gross negligence, willful misconduct or fraud of the
MedLink Parties.
2. Upon execution of this Agreement, the MedLink Parties agree to
surrender the Medeorex Stock being held in escrow under the Stock Escrow
Agreement with no admission of liability or wrongdoing on their part or
acknowledgement by them that they failed to attain performance objectives.
3. The Medeorex Parties agree that, for a period of two (2) years from
the date of this Agreement, they will not, directly or indirectly, through any
representative or otherwise, engage in any business substantially similar to the
business described in the MedLink business plan and related documents supplied
to the Medeorex Parties by the MedLink Parties regarding the utilization of
electronic monitors.
4. Within five days of the execution of this Agreement by the MedLink
Parties, Medeorex agrees to file the appropriate forms with the U.S. Securities
and Exchange Commission ("SEC") to report the transactions that were agreed to
herein and effectuated hereby.
5. The MedLink Parties agree to and hereby do, for themselves and for
each of their agents, representatives, beneficiaries, spouse, heirs, executors,
administrators, affiliates, predecessors, successors and assigns, forever and
irrevocably fully release and discharge and covenant not to sue the Medeorex
Parties, as well as each of their respective directors, officers, shareholders,
employees, predecessors, successors, assigns, trustees, purchasers, principals,
partners, legal representatives, attorneys, insurers, past, present and future
direct or indirect parent and subsidiary companies, divisions and affiliates,
privies, and all related persons and entities of any kind, and each of them, of
and from any and all grievances, liens, suits, judgments, claims, demands,
debts, defenses, actions or causes of action, obligations, oral or written
agreements, damages, and liabilities whatsoever which it now has, has had, or
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may have, whether the same be known or unknown, suspected or unsuspected, at
law, in equity, or mixed, in any way arising out of or relating in any way to
any matter, act, occurrence, or transaction on or before the date of this
Agreement. THIS IS A GENERAL RELEASE.
6. The Medeorex Parties agree to and hereby do, for themselves and for
each of their agents, representatives, beneficiaries, spouse, heirs, executors,
administrators, affiliates, predecessors, successors and assigns, forever and
irrevocably fully release and discharge and covenant not to sue the MedLink
Parties, as well as each of their respective directors, officers, shareholders,
employees, predecessors, successors, assigns, trustees, purchasers, principals,
partners, legal representatives, attorneys, insurers, past, present and future
parent and subsidiary companies, divisions and affiliates, privies, and all
related persons and entities of any kind, and each of them, of and from any and
all grievances, liens, suits, judgments, claims, demands, debts, defenses,
actions or causes of action, obligations, oral or written agreements, damages,
and liabilities whatsoever which it now has, has had, or may have, whether the
same be known or unknown, suspected or unsuspected, at law, in equity, or mixed,
in any way arising out of or relating in any way to any matter, act, occurrence,
or transaction on or before the date of this Agreement. THIS IS A GENERAL
RELEASE.
7. Each of the Medeorex Parties and the MedLink Parties hereby
irrevocably covenant to refrain from, directly or indirectly, asserting any
claim or demand, or commencing, instituting or causing to be commenced, any
proceeding of any kind against the parties hereto, based upon any matter
purported to be released hereby.
8. The parties hereto expressly acknowledge and agree that this
Agreement is not an admission of liability under any statute or otherwise by the
parties hereto, and that each party does not admit but denies any violation of
the legal rights of each other party.
9. Subject to Section 4 above, the parties hereto agree that the terms
and existence of this Agreement are strictly confidential and expressly covenant
not to display, publish, disseminate, or disclose the existence or any terms of
this Agreement to any person or entity, except to its attorney and except as
required under applicable securities laws or otherwise pursuant to law. Each
party agrees that any breach of the promises contained in this paragraph,
including a breach by its attorney, shall be considered to be a material breach
of the terms of this Agreement.
10. The MedLink Parties and the Medeorex Parties hereafter mutually
agree not to criticize and/or disparage one another with, or to, any third party
with respect to the other's performance of any duty or obligation relating
directly or indirectly to the Asset Purchase Agreement, Binding Memorandum,
Share Exchange Agreement, Stock Escrow Agreement, development of business
opportunities, marketing of products and services and development of
professional business relationships. The MedLink Parties and the Medeorex
Parties acknowledge that the terms of this section are material. Further, they
agree that if either of them violates this section, the aggrieved party may
pursue an action in a court of law in an appropriate jurisdiction to seek
redress for the violation.
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11. Each party represents that it has not heretofore assigned or
transferred, or purported to assign or transfer, to any person or entity, any
claim against any party hereto or portion thereof or interest therein.
12. Each party agrees that this Agreement shall be binding upon each of
its agents, representatives, beneficiaries, spouse, heirs, executors,
administrators, affiliates, predecessors, successors and assigns and shall inure
to the benefit of the parties hereto.
13. All words used in this Agreement will be construed to be of such
gender or number as the circumstances require.
14. This Agreement shall in all respects be interpreted, enforced, and
governed under the laws of the State of New York. The language of all parts of
this Agreement shall in all cases be construed as a whole, according to its fair
meaning, and not strictly for or against any party. If any of the terms of this
Agreement are found by a court of competent jurisdiction to be null, void, or
inoperative for any reason, the remaining provisions will remain in full force
and effect.
15. This Agreement shall only become effective upon each party hereto
executing this Agreement.
(Signature Page Follows)
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EACH OF THE PARTIES HERETO REPRESENTS THAT IT HAS READ THIS AGREEMENT, THAT
BASED THEREON, UNDERSTANDS ALL OF ITS TERMS, AND ENTERS INTO THIS AGREEMENT
VOLUNTARILY AND WITH KNOWLEDGE OF ITS EFFECT.
MEDLINK CENTRAL, INC.
By: /s/ Neal Shapiro
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Neal Shapiro
President
WESTON CAPITAL QUEST CORPORATION
By: /s/ Joe Rotmil
----------------------------------
Joe Rotmil
President
/s/ Neal M. Shapiro
---------------------------------------
Neal M. Shapiro
/s/ Daniel Gershoni
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Daniel Gershoni
/s/ Marcie Gershoni
---------------------------------------
Marcie Gershoni
MEDEOREX, INC.
By: /s/ Jack Kachkar
----------------------------------
Jack Kachkar
President
MDRX, INC.
By: /s/ Jack Kachkar
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Jack Kachkar
President
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KARVER CAPITAL HOLDINGS, LTD.
By: /s/ Jay Green
----------------------------------
Jay Green
Director
/s/ Viktoria Benkovitch
---------------------------------------
Viktoria Benkovitch
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