Exhibit 10.23
THIS RELEASE AGREEMENT dated September 26, 2006.
BETWEEN:
LOGICAL SEQUENCE INCORPORATED., a body corporate
("LSI")
OF THE FIRST PART
-
and -
SHANNON INTERNATIONAL INC., a body corporate
("Shannon")
OF THE SECOND PART
-
and -
LARNACA LIMITED, a body corporate
("Larnaca")
OF THE THIRD PART
-
and -
MAX
WANDINGER,
("Wandinger")
OF THE FOURTH PART
WHEREAS pursuant to an agreement dated August 15, 2002 by and
between Larnaca
and LSI, formerly known as 1525042 Ontario Limited, Larnaca
directed that 50,000
shares of LSI preferred stock were to be issued in the name of
Wandinger (the
"August 2002 Agreement" and the "Preferred Shares",
respectively).
AND WHEREAS the Preferred Shares were never created or issued
pursuant to the
laws of the Province of Ontario;
AND WHEREAS Larnaca has agreed to waive and disclaim any and all
interest in and
to the August 2002 Agreement and the Preferred Shares in
consideration of a full
release from LSI and Shannon;
AND WHEREAS: Wandinger has agreed to waive and disclaim any and all
interest in
and to the August 2002 Agreement and the Preferred Shares in
consideration of a
full release from LSI and Shannon;
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NOW THEREFORE THE PARTIES HERETO HAVE AGREED as follows in
consideration of the
mutual covenants and agreements hereinafter set forth:
1. Jeremy
Northcote (solely in the role as Director of Lawtec Services
Limited, the Corporate Director of Larnaca ("Lawtec") and Larnaca
represent
and
warrant to LSI that Lawtec is an officer and director of Larnaca,
a
corporation formed under the laws of the Turks and Caicos Islands,
and has
full
authority to execute this Agreement on behalf of Larnaca, without
the
approval or consent of any third party with respect to the matters
to which
this
Settlement Agreement relate.
2. Larnaca
waives any and all claims relative to the August 2002 Agreement
and
the
Preferred Shares and agrees to be forever estopped from asserting
any
such
rights thereto in law or in equity in any jurisdiction.
3. Larnaca
acknowledges that the below release of claims is and shall be
valid
consideration for the transfer of assets set forth in the August
2002
Agreement and that Larnaca has no right, title or claim to any of
the said
assets or proceeds therefrom.
4. Wandinger
hereby disclaims and waives any and all right, title, or claim
to
the
August 2002 Agreement and the Preferred Shares and any and all
right,
title, or claim that Wandinger has, had, or may ever have at any
time in
relation to the August 2002 Agreement and agrees to be forever
estopped
from
asserting any such rights thereto in law or in equity in any
jurisdiction.
5. Wandinger
agrees to cooperate with LSI with respect to the surrender of
any
and
all documents in his possession with respect to LSI, Shann
