Exhibit 10.28
MUTUAL RELEASE AND SETTLEMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This
Mutual Release and Settlement Agreement is executed on the date
below, by and between ALLEN JACOBI;
JOSH DANOFF;
JEFF SHANE;
DELSY GUTIERREZ;
PYRAMID RECORDS CORP., an inactive Florida
Corporation; and PYRAMID MEDIA GROUP,
an inactive Florida Corporation
(hereinafter
collectively sometimes referred to
as the "PYRAMID PARTIES") and AGU ENTERTAINMENT CORP., PYRAMID RECORDS
INTERNATIONAL, THE TUBE MUSIC NETWORK, and any
and all affiliated companies and
subsidiaries, officers and directors, agents, (hereinafter collectively
sometimes referred to as "AGU").
Disputes
and differences
have arisen between
the parties with respect to
employment and other business relationships
between the parties.
The
parties have agreed to amicably resolve, settle and compromise all
disputes and differences they have or may have arising out of facts or
occurrences existing as of this date,
known or unknown,
which are referenced
below and the parties do hereby mutually release each other, including all
allied, associated and affiliated companies
and subsidiaries, and these releases
extend to all of the employees, agents,
representatives,
directors, offices and
attorneys of each party.
That said, and in furtherance of same,
1. AGU agrees to pay
$11,000.00 in
settlement of an
outstanding legal
bill owed by Pyramid
Records Corp.,
Attn: Allen Jacobi, Esq. to
Richard Wolfe,
Esq. and Wolfe & Goldstein, P.A. to "Wolfe &
Goldstein, P.A." on or
before (15) fifteen
days from the date
that
this agreement is
executed by all parties, AGU will pay $5,500.00,
and thereafter AGU will make monthly $2,000.00 payments towards the
remaining
settlement amount.
Each
of the PYRAMID PARTIES do
personally guarantee
that this will fully satisfy any and all
outstanding debts, legal bills or other now pending obligations owed
to Richard Wolfe, Esq. and Wolfe & Goldstein, P.A.
2. The PYRAMID PARTIES shall immediately and forever facilitate and
transfer all
rights, interest and usage of the telephone number
305-899-6100 to AGU
and will forthwith sign any and all transfer forms
necessary with Bellsouth.
3. The closing
date, time, and location for execution of this Mutual
Release and Settlement Agreement, shall be Wednesday, 4:00 PM at 3200
W. Oakland Park Blvd., Lauderdale Lakes, FL 33311.
4. At the time of execution of this Mutual Release and Settlement
Agreement, the
PYRAMID PARTIES shall deliver to David Levy,
President of AGU at 3200 W. Oakland Park Blvd., Lauderdale Lakes, FL
33311 all hard copy files in regards to all business that each and
every
PYRAMID PARTY was a part of, which in any way relates to
AGU
and any of its associated and affiliated companies and subsidiaries,
employees, agents,
representatives,
directors, and
officers within
their possession or control during their respective employment with
AGU. This
includes,
but is not limited to, any and all
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correspondence,
writings, emails, documents, pictures, recordings,
drawings, and contracts of any kind.
5. AGU will relinquish all rights and interest to the Internet domain
known as www.PyramidRecords.com to the PYRAMID PARTIES.
6. The PYRAMID PARTIES
shall be allowed to keep the forty thousand dollars
($40,000.00) to be received by Allen Jacobi from the purchasing
party.
UNCUT ___ LTD
regarding that
certain License Agreement that Allen
Jacobi entered
into for the sale of
the foreign rights to
"Bridge to
Havana." With that
money, the PYRAMID PARTIES must pay any and all
brokerage commissions
promised or bargained
for with, through and for
that certain contract.
Further, the PYRAMID PARTIES represent and
warrant that they have
as of the date of the
signing of this
Mutual
Release and
Settlement,
satisfied and paid any and all brokerage
commissions due and owing. Contemporaneously with the execution of
this
Mutual Release and Settlement Agreement, the PYRAMID PARTIES agree
that
they will furnish a fully executed copy of the License Agreement, and
thereafter will notify the licensee in writing (and copy AGU) that
they
are no longer
authorized to
communicate
on behalf of Pyramid
Music
Corp. or AGU, and that all future correspondences should be
directed to
David Levy, President of AGU at 3200 W. Oakland Park Blvd.,
Lauderdale
Lakes, FL 33311.
AGU shall be
entitled to all
royalties and future
monies due under said License Agreement. After the execution of this
Mutual Release and Settlement Agreement any other monies
received the
PYRAMID PARTIES pursuant to the above-mentioned License Agreement and
any amendments
or addendums
thereto other than the above-mentioned
forty thousand dollars
($40,000.00),
shall be deemed the
property of
AGU and must be immediately tendered to AGU by the PYRAMID
PARTIES.
7. At the time of
