RELEASE AGREEMENT
This
Release Agreement (the "Agreement") is entered into and dated
effective as of December 28, 2005 (the
"Effective
Date") by and among
Applied
Spectrum Technologies, Inc., a Delaware corporation (the "Company"),
Norwood
Venture Corp., a Delaware corporation
("Norwood"), and Mark R. Littell, an adult
resident of the State of New Jersey
("Littell").
RECITALS
A.
Littell, Norwood and
Norwood's affiliated companies, stockholders,
officers, directors, employees, advisors or controlling persons ("Norwood
Affiliates") desire to release the Company from any and all obligations and
claims that Littell, Norwood or Norwood
Affiliates may have against the Company.
B. The
execution and delivery of this Agreement is a condition to the
closing of the transactions contemplated under a certain Securities Purchase
Agreement by and between KI Equity Partners III, LLC, a Delaware limited
liability company ("Buyer") and Norwood dated December 14, 2005 ("Purchase
Agreement").
NOW,
THEREFORE,
in consideration of the above recitals,
the following
representations, warranties, covenants and conditions, and other good and
valuable consideration, the receipt of which is
acknowledged, the parties agree
as follows:
1. Release
of all Claims. Littell, for himself, and Norwood and itself and
the Norwood Affiliates, and each of respective
successors
and assigns of the
foregoing, hereby forever and irrevocably
release and discharge the Company and
its successors and assigns, and their respective past and present
officers and
directors, employees, shareholders, and all other
related entities, including,
but not limited to, assigns, predecessors,
successors, controlling corporations,
subsidiaries or other affiliates
(jointly, the "Related Parties") from any
and
all claims, demands, and causes of action of
every kind and nature,
including,
without limitation, those relating to any federal,
state or local laws,
and
common law; provided, however, that nothing contained
herein shall be construed
to limit in any way the rights of either
Littell, Norwood or Norwood Affiliates,
and their successors and assigns, to enforce the terms of this Agreement.
Norwood and Littell irrevocably agree to refrain from directly or indirectly
asserting any claim or demand or commencing
(or causing to be
commenced)
any
suit, action, or proceeding of any kind, in any
court or before any tribunal,
against the Company and its Related Parties
based upon any released claim.
2.
Representations
and Warranties of Company.
Company represents and
warrants to Norwood that: (i) on the date of this
Agreement,
Company has all
necessary authority to execute this
Agreement; (ii) there
is no claim,
action,
suit or other proceeding pending, threatened or known, which, if decided
adversely, would interfere with the
consummation of the transaction contemplated
hereby; (iii) no approval or consent of any governmental authority or third
party is required for Company to enter into
or perform this Agreement; (iv) this
Agreement is enforceable in accordance
with its terms,
subject to the laws
of
insolvency and general principles of equity; and (v) this Agreement has been
duly auth
