EXHIBIT 10.5
AGREEMENT OF MUTUAL RELEASE AND INDEMNIFICATION
THIS
AGREEMENT OF MUTUAL RELEASE AND INDEMNIFICATION ("the Agreement")
is
made and entered into as of November 10,
2005, by and among SAGAMORE HOLDINGS,
INC., a Florida corporation ("Sagamore"),
NECI ACQUISITION, INC. d/b/a NEXUS
CUSTOM ELECTRONICS CORP., a Florida
corporation and wholly-owned subsidiary of
Sagamore ("Nexus") and ROBERT FARRELL
("Farrell"). (Sagamore and Nexus as well
as any other subsidiary corporations of
either are collectively referred to
herein as the "Company").
R E CI T A L S:
WHEREAS,
Farrell has served as President, Chief Executive Officer and a
member of the Board of Directors of the
Company since September 2004 upon the
terms and subject to the conditions of,
among other things, that certain
Employment Agreement dated September 20,
2004 between Nexus and Farrell (the
"Employment Agreement");
WHEREAS,
for sound business reasons and in the best interests of Farrell
and the Company, upon the terms and subject
to the conditions of this Agreement,
Farrell, among other things, shall resign
from all of his officer/employee
positions at the Company and as a member of
the Board of Directors of the
Company.
AGREEMENT
NOW
THEREFORE, in consideration of the mutual agreements, covenants
and
premises set forth herein for certain other
good and valuable consideration, the
receipt and adequacy are hereby
acknowledged, the parties hereto, intending to
be legally bound, hereby agree as
follows:
1.
Recitals. The forgoing recitals are true and correct and are
incorporated herein by this reference.
2.
Resignation. Effective as of the date hereof, Farrell hereby
resigns as
an officer/employee and director of the
Company.
3.
Representation by Farrell. Farrell hereby represents to Sagamore
and
Nexus that he has fully disclosed to
Sagamore any disputes and/or liabilities
with respect to Sagamore and/or Nexus that
he has knowledge of, or reasonably
should have knowledge of.
4. Return
of Shares of Common Stock. In consideration of the terms of the
release and indemnification provisions
contained herein, Farrell hereby agrees
to return to Sagamore four million four
hundred twelve thousand five hundred
(4,412,500) shares of common stock of
Sagamore, par value $0.001 per share (the
"Sagamore Common Stock"). Farrell hereby
represents that after the return of the
four million four hundred twelve thousand
five hundred (4,412,500) shares of
Sagamore Common Stock, Farrell shall own
four million four hundred twelve
<PAGE>
thousand five hundred (4,412,500) shares of
Sagamore Common Stock (the "Farrell
Shares") and shall not own, nor have any
rights and/or interests in, nor have
any rights to subscribe for or to purchase,
or any options for the purchase of,
or any agreements providing for the
issuance (contingent or otherwise) of, or
any calls, commitments or claims of any
character relating to, any securities of
Sagamore and/or Nexus, except for the
Farrell Shares.
5.
Restrictions on Sale of the Farrell Shares. Farrell hereby agrees
that
Farrell shall not sell any of the Farrell
Shares until July 1, 2006. Farrell
hereby agrees that from July 1, 2006
through December 31, 2006, Farrell shall be
prohibited from selling more than fifty
thousand (50,000) of the Farrell Shares
in any calendar month. Farrell and Sagamore
hereby agree that subsequent to
December 31, 2006. Subsequent to December
31, 2006, Farrell and Sagamore hereby
agree that there shall be no contractual
restrictions imposed by Sagamore on the
transferability of the Farrell Shares.
6. Health
Insurance Coverage. Sagamore and Farrell hereby agree that
Sagamore shall provide Farrell with health
insurance through December 31, 2006,
as currently provided to Farrell by
Sagamore.
7. Release
of Farrell. Except for matters arising out of this Agreement,
the Company, on behalf of itself, its
successors, heirs, and assigns, hereby
irrevocably covenants not to sue and hereby
irrevocably releases and discharges
Farrell from any claims, demands, actions,
damages, lawsuits, obligations,
promises, administrative actions, charges
and causes of action, and/or liability
whatsoever, both known and unknown, in law
or in equity, involving any matter
arising out of or in any way related,
directly or indirectly, to Farrell serving
as an employee, officer, director or
promoter of the Company, including matters
arising out of the Employment Agreement.
The Company further agrees that nothing
in this Agreement shall be deemed a waiver
or release by Farrell of or otherwise
affect any right he may have to
indemnification or legal representation,
including any right Farrell has to
indemnification and legal representation
under this Agreement, the Company's
Articles of Incorporation or Bylaws and/or
existing law.
8. Release
of the Company. Except for matters arising out of this
Agreement, Farrell, on behalf of himself,
his successors, heirs, and assigns,
hereby irrevocably covenants not to sue and
hereby irrevocably releases and
discharges the Company and its former and
current directors, officers,
employees, and shareholders from any and
all liabilities and obligations as well
as any and all claims, demands, actions,
damages, lawsuits, obligations,
promises, administrative actions, charges
and causes of action, and/or liability
whatsoever, both known and unknown, in
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