Exhibit 99.1
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release ("the Agreement") is entered
into by Scott Magoon ("Magoon"); DND Technologies, Inc. ("DND"); Aspect Semiquip
International now known as Aspect Systems, Inc. ("ASI"); Semiquip, Inc.
("Semiquip") and Doug N. Dixon ("Dixon"), collectively the "Parties" as of April
30, 2004.
RECITALS
WHEREAS, Magoon filed suit against DND, ASI, Semiquip and Dixon for breach
of contract and other claims as stated in the Original Petition in Case
No-03-5073-A pending in the County Court at Law No. 1 of Dallas County, Texas
("the Litigation"); and
WHEREAS, DND, ASI, Semiquip and Dixon answered the suit and denied
liability to Magoon and ASI and DND filed counterclaims against Magoon for
breach of fiduciary duty and other claims; and
WHEREAS, Magoon has answered the counterclaims and denied liability, and
WHEREAS the parties hereto have conferred and determined to settle all
disputes between them, including but not limited to those matters specified in
the Litigation, and to further agree not to disparage one another and to work
together in the future.
THEREFORE, the parties wish to reduce to writing the full terms of their
agreement as follows:
1. Magoon shall surrender his stock certificate for the stock he owned
in ASI.
2. From the shares of stock owned by Dixon in DND, two million shares
shall be transferred to Magoon subject to all existing restrictions
on Dixon's stock and consistent with the requirements of Federal
Securities laws and eight hundred thousand shares shall be
transferred to Korn, Bowdich, & Diaz, L.L.P. subject to all existing
restrictions on Dixon's stock and consistent with the requirements
of Federal Securities Law. Dixon shall take actions to complete the
transfer as soon as possible.
3. Magoon agrees to indemnify ASI, DND, and Dixon from any claims or
causes of action by Brad Graham, Wes Chandler or Bill McMorris
claiming an interest in any of the stock of Magoon being transferred
herein or held in escrow for the benefit of Magoon inducting any
damages awarded, costs and attorneys fees incurred in defense of any
claim or suit.
4. Dixon shall transfer four hundred thousand stares of his DND stock
to an escrow agent to be held in escrow for the benefit of Magoon
until the price reaches fifty cents a share at which time Magoon
shall be vested with the right to sell the 400,000 shares held in
escrow for his benefit. The shares shall be transferred subject to
all existing restrictions on Dixon's stock and consistent with the
requirements of Federal Securities laws. Dixon shall take immediate
actions to establish such account and transfer such shares.
5. ASI shall pay to Magoon the sum of $140,000 by paying $10,000 a
month for fourteen months until paid in full with the first payment
to be made on September 1, 2004 and each subsequent payment due and
payable on or before the 1st of each successive month. This
obligation shall be interest free. All payments shall be delivered
to Korn, Bowdich
& Diaz, LLP at 4221 Avondale Ave., Dallas, Texas 75219 and made
payable to Korn, Bowdich, & Diaz, L.L.P. in trust for Scott Magoon.
6. The parties hereto shall prepare a letter in an agreed form to be
sent jointly to all current or former customers of any party known
to have knowledge of the dispute that gave rise to the Litigation.
The purpose of the letter is to clarify mistaken negative
impressions which may exist, to advise that all disputes have been
resolved, that Magoon is a shareholder in DND and that the parties
hope to be working together on projects in the future.
7. ASI and Magoon will enter into a mutually agreeable finders fee
agreement under the terms of which Magoon may refer business to ASI
for which he will receive 6% of the gross revenues received by ASI
from that business or ASI may refer business to Magoon for which it
will receive 6% of the gross revenue received by Magoon from that
business.
8. The parties declare that that much of what gave rise to their
dispute was caused by poor communication and misunderstandings.
Statements have been made and accusations raised which have been
discovered to be untrue or in error. Accordingly, the parties
further agree that all parties hereto will not utter, publish or
make any disparaging or derogatory remarks about the other with
reference to the matters covered by the Litigation or otherwise and
where possible will correct misimpressions made as a result of
previous statements made.
9. All parties hereto recognize that the stock transfers contemplated
in this agreement are subject to the Securities Laws of the United
States. Should DND's Securities Counsel advise that the deal as
agreed to herein cannot be accomplished as contemplated by the
parties, the parties agree to work together in good faith to find a
way to accomplish their purposes herein.
10. All parties shall pay their own attorneys' fees and expenses
incurred in connection with the prosecution and defense of the
Litigation and all matters related to this settlement.
11. Upon receipt of confirmation from DND's Securities Counsel that the
stock may be transferred as provided in paragraphs 2 and 4 herein,
the Litigation shall be dismissed with prejudice with all parties to
pay their own costs and attorneys fees.
12. Subject to the provisions of paragraph 9 above, Magoon, hereby
absolutely, fully and forever, waives, relinquishes this Agreement
and discharges DND, ASI, Semiquip, and Dixon, their employees,
officers and directors, their attorneys and representatives from any
and all manner of actions, causes of actions, judgments, claims,
demands, bills, promises, duties, obligations and controversies,
whatsoever, whether asserted in this Litigation or not, known or
unknown, however they may be denominated by which Magoon ever had,
or now has against DND, ASI, Semiquip or Dixon for or by any reason
of any matter, cause, fact, thing, act, or omission, whatever, from
the Creation of the world to the date of this Agreement. Nothing
herein is intended to release any obligation going forward which is
required by this Agreement.
13. Subject to the provisions of this Agreement, DND, ASI, Semiquip, and
Dixon, their employees, officers (specifically including, but not
limited to Dennis Key), directors and representatives hereby
absolutely, fully and forever, release, waive, relinquish and
discharge Magoon, his attorneys and representatives from any and all
manner of actions,
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causes of actions, judgments, claims, demands, bills, promises,
duties, obligations or controversies, whatsoever, known or unknown;
however they may be denominated which DND, ASI, Semiquip or Dixon
ever had, or now has, against Micon for or by reason of any matter,
cause, fact, thing, act or omission, whatever, from the Creation of
the world to the date of this Agreement. Nothing herein is intended
to release any obligation going forward which is required by this
Agreement.
14. This Agreement is intended by the parties to be a final expression
of their agreement and understanding with respect to the settlement
all matters pending between them and is a complete and exclusive
statement of the terms herein and supersedes any and all prior
agreements and understandings.
15. All other agreements between the Parties are null and void,
including, but not limited to, the agreements referenced in the
Litigation, the Shareholders Agreements Aspect Semiquip
International, Inc., dated June 1, 2001, all Employment Agreements,
and any and all non-competition agreements.
16. This Agreement may be signed in counterparts and when signed
counterparts have been exchanged between the parties shall be in
full force and effect. Each counterpart shall be deemed an original,
but all of them constitute only one instrument. The counterpart
being a facsimile copy of the signature shall be accepted as
original signatures.
17. This Agreement may not be altered or amended except by an amendment
in writing signed by all of the parties hereto.
18. If additional documents are required to be executed to accomplish
any of the obligations included herein, the parties covenant and
agree to cooperate and assist with execution of any necessary
documents.
19. The entry into this Agreement and the agreement to settle the
disputes between the parties is not an admission of liability or
wrongdoing by any party, the settlement being determined to be the
most economic way to resolve a disputed matter quickly.
20. Each of the signatories below warrant and represent that each person
has authority to bind the party for who such person purports to act.
21. This Agreement is made and performed in Dallas County, Texas, and
shall be construed in accordance with the Laws of the State of
Texas. Venue for any dispute relating to or arising from their
Agreement shall solely and exclusively lie in Dallas County, Texas.
22. All parties acknowledge and agree that they, in entering into this
Agreement, and in performing their obligations hereunder, are and
will be relying on the truth of each one of the representations and
warranties as expressed herein, the faithful performance of the
covenants and agreements herein set forth, and but for such
representations, warranties, covenants and agreements, the parties
would not execute and enter into this Agreement or performance
hereunder.
23. The parties hereto acknowledge that effective June 1, 2002 Semiquip,
Inc. was merged into ASI and although all appropriate paper work has
not been filed in Texas, that entity is fully integrated as part of
ASI. The references in this agreement to Semiquip and the signature
by an ASI representative for Semiquip is not an admission of
Semiquip's separate corporate existence.
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DATED this 30th day of April, 2004.
/s/ Scott Magoon
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Scott Magoon
DND Technologies, Inc.
By: /s/ Douglas N. Dixon
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Its: President/CEO DNDT
Aspect Systems, Inc.
By: /s/ Dennis Key
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Its: President/CEO
Semiquip, Inc.
By: /s/ Dennis Key
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President/ CEO of ASI
By: Doug Dixon
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/s/ Douglas N. Dixon
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