EXHIBIT 10.6
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 JOSEPH DONOHUE
("Donohue"). (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,
Sagamore and Donohue are parties to that certain Employment
Agreement dated September 20, 2004 (the
"Employment Agreement");
WHEREAS,
pursuant to the terms of the Employment Agreement, Donohue has
served as Chief Executive Officer of
Sagamore;
WHEREAS,
pursuant to the terms of the Employment Agreement, Sagamore
agreed to pay Donohue an annual salary in
an amount equal to $150,000 (the
"Salary"), as well as provide other
employment benefits including, but not
limited to health insurance and a car
allowance;
WHEREAS,
Donohue desires to resign as Vice-President and a member of the
Board of Directors of Sagamore effective as
of the date hereof and Sagamore
desires to accept Donohue's resignation as
Vice-President and a member of the
Board of Directors of Sagamore;
WHEREAS,
Sagamore and Nexus desire to fully and completely release
Donohue
from any and all liabilities and
obligations owed to Sagamore and/or Nexus
whether known or unknown under the
Employment Agreement and Donohue desires to
fully and completely release Sagamore
and/or Nexus for any and all liabilities
and obligations owed to Donohue whether
known or unknown under the Employment
Agreement.
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, Donohue hereby
resigns as
an officer/employee and director of the
Company.
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3.
Representation by Donohue. Donohue 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, Donohue 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"). Donohue hereby
represents that after the return of the
four million four hundred twelve thousand
five hundred (4,412,500) shares of
Sagamore Common Stock, Donohue shall own
four million four hundred twelve
thousand five hundred (4,412,500) shares of
Sagamore Common Stock (the "Donohue
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
Donohue Shares.
5.
Restrictions on Sale of the Donohue Shares. Donohue hereby agrees
that
Donohue shall not sell any of the Donohue
Shares until July 1, 2006. Donohue
hereby agrees that from July 1, 2006
through December 31, 2006, Donohue shall be
prohibited from selling more than fifty
thousand (50,000) of the Donohue Shares
in any calendar month. Donohue and Sagamore
hereby agree that subsequent to
December 31, 2006. Subsequent to December
31, 2006, Donahue 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 Donohue hereby agree that
Sagamore shall provide Donohue with health
insurance through December 31, 2006,
as currently provided to Donohue by
Sagamore.
7. Release
of Donohue. 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
Donohue 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 Donohue 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 Donohue of or otherwise
affect any right he may have to
indemnification or legal representation,
including any right Donohue 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, Donohue, on behalf of himself,
his successors, heirs, and assigns,
hereby irrevocably covenants not to sue and
hereby irrevocably releases and
discharges the Company and
