MUTUAL COMPROMISE SETTLEMENT
AGREEMENT
AND GENERAL RELEASE OF
CLAIMS
The parties
(individually, a "Party" and collectively, the "Parties") to this
Mutual Compromise Settlement Agreement and General Release of
Claims are: AmeriPlan Corporation, The Amacore Group, Inc.,
Zurvita, Inc., TransMark Financial Services, Inc. and Mark
Jarvis.
Definitions:
"AmeriPlan"
means AmeriPlan Corporation, a Texas corporation, with its
principle office located at 5700 Democracy Drive, Plano, TX 75024
and its principals, officers, directors, managers, shareholders,
employees, contractors, attorneys, agents, representatives,
subsidiaries, parents, assigns, successors, and affiliated or
associated entities of what ever kind.
"Amacore" means
The Amacore Group, Inc., a Delaware corporation with its principal
office located at 485 North Keller Road, Suite 450, Maitland, FL
32751 and its principals, officers, directors, managers,
shareholders, employees, contractors, attorneys, agents,
representatives, subsidiaries, parents, assigns, successors, and
affiliated or associated entities of what ever kind.
"Zurvita" means
Zurvita, Inc., a Delaware corporation, with its principal office
located at 9601 Katy Freeway, Houston, TX 77024, and its
principals, officers, directors, managers, shareholders, employees,
contractors, attorneys, agents, representatives, subsidiaries,
parents, assigns, successors, and affiliated or associated entities
of what ever kind.
"TransMark"
means TransMark Financial Services, Inc., a Texas corporation, with
its principle office located at 5700 Democracy Drive, Plano, TX
75024 and its principals, officers, directors, managers,
shareholders, employees, contractors, attorneys, agents,
representatives, subsidiaries, parents, assigns, successors, and
affiliated or associated entities of what ever kind.
"M. Jarvis"
means Mark Jarvis, 8 Norvell Court, Houston, TX 77024,
"Settlement
Agreement" means this Mutual Compromise Settlement Agreement and
General Release.
"Effective
Date" means as to each Party the date of their/its execution of
this Settlement Agreement.
Litigation
By and Among the Parties:
Mark Jarvis
and Zurvita, Inc. vs. AmeriPlan Corporation v. Alan Masters v The
Amacore Group, Inc., Patty Duke, Rusty Duke, Gail Powers-Weitl and
Rick Weitl, 192
nd Judicial District Court, Dallas County, Texas;
Cause No. DC-08-01101-K.
Transmark
Financial Services, Inc., v. Mark Jarvis d/b/a Trans National
Services, Inc. (FEIN #98-XXXXX64), OR TRANSNATIONAL SERVICES GROUP,
INC. (FEIN # 76- XXXXX78),OR TRANS, INC., (FEIN # 52-0000061), ET
AL, 416
th Judicial District Court, Collin County, Texas;
Cause No. 416-01564-2008.
Scope of
Settlement:
The Parties
desire to enter into this Mutual Compromise and Settlement
Agreement in order to avoid further trouble, expense and litigation
and to discharge all claims, counter-claims and causes of action,
known or unknown, including, without limitation, the allegations
set forth in the litigation described above and the related
litigation in Dallas and Collin Counties, Texas involving Joel
Marius, Scott McCollum, Carolyn Miller, Roger Moody, Dottie Riden,
John Rodgers, Vivienne Russell, Marjorie Sacket, Richard Sacket,
Chris Smith, Melva Calvin, Connie Dellafave, Steve Dellafave,
Andrin Duli, Maurice Ferris, Peggy Frederickson, Wendy Hiemenz,
Jennifer Horton, Elizabeth Howison Shawna Maltz, Dexter White,
Rodney Williams, William Hebert, Jennifer Welch, George Ramsey,
Chris Gee, Matt Dillon, and Frank Jarvis.
The Parties
intend that the full terms and conditions of the compromise and
settlement be set forth in this Settlement Agreement.
NOW, THEREFORE, for good an valuable consideration, the
sufficiency of which is hereby acknowledged, the Parties agree as
follows:
1. Each Party
warrants and represents that they have the power and authority to
enter into this Settlement Agreement and that this Settlement
Agreement is valid, binding and enforceable upon each.
2. Each Party
warrants and represents that it owns or controls the claim or
claims asserted or released in this Settlement Agreement and that
no part of the claim or claims have been assigned or transferred to
any other person or entity.
Settlement
Terms :
3. Amacore and Zurvita shall, upon
execution of this Settlement Agreement, deliver to AmeriPlan, ONE
MILLION ONE HUNDRED FIFTY THOUSAND DOLLARS ($1,150,000.00), by wire
transfer.
4. Zurvita shall, on
or before 2:00 PM EDT, Friday, June 19, 2009 execute this
Settlement Agreement and (as the "Debtor") deliver a promissory
note to AmeriPlan (the "Creditor") in the principal amount of SIX
HUNDRED THOUSAND DOLLARS ($600,000.00) bearing interest at the rate
of 7.5% per annum, payable in 24 monthly installments of Twenty Six
Thousand Nine Hundred Ninety-Nine and 76/100 Dollars ($26,999.76)
beginning July 1, 2009, and each month thereafter until paid in
full. The form of promissory note is attached as Exhibit "A" and
incorporated herein.
5. Amacore shall,
execute this Settlement Agreement and deliver a corporate guarantee
of the Zurvita promissory note to AmeriPlan in the form attached
hereto as Exhibit "B" and incorporated herein.
6. AmeriPlan and
TransMark shall, upon delivery an
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