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Exhibit
10.8
PARTIAL SETTLEMENT
AGREEMENT AND RELEASE
THIS AGREEMENT is dated as
of September 26, 2007 and is made by and between CONGREGATION
AHAVAS TZEDOKAH VECHESED, INC.(“CONGREGATION”) and
VOYANT INTERNATIONAL CORPORATION (“VOYANT”).
WHEREAS on August 9, 2007,
CONGREGATION entered into a Senior Secured Note with VOYANT in the
amount of Six Hundred Thousand Dollars ($600,000.00) (the
“Secured Note”.)
WHEREAS, on or about
September 26, 2007, CONGREGATION filed an action against VOYANT
entitled CONGREGATION AHAVAS TZEDOKAH VECHESED, INC. vs.
VOYANT INTERNATIONAL CORPORATION , Case No: 2007 CA 010545-NC,
(the “Action”) in the Circuit Court of the Twelfth
Judicial Circuit, Sarasota County, Florida (the
“Court”), whereby CONGREGATION asserted claims against
VOYANT alleging that Voyant failed to pay Congregation according to
the terms set forth in the Secured Note, to wit: Six Hundred
Thousand Dollars ($600,000.00), plus interest.
WHEREAS, VOYANT in its
Answer, denied any and all wrongdoing.
WHEREAS, VOYANT denies that
it is liable for the amount sought in the Action, but acknowledges
that it does not have sufficient cash to satisfy the claims made in
the Action or to defend the Action and VOYANT seeks to resolve this
Action and agrees to make a partial payment to CONGREGATION
on the Promissory Note;
WHEREAS, VOYANT currently
only has the means to satisfy payment of CONGREGATION’s bona
fide claims through the issuance of authorized shares to
CONGREGATION, pursuant to Section 3(a)(10) of the Securities Act of
1933 (hereinafter the “Act”);
WHEREAS, VOYANT and
CONGREGATION desire to partially resolve, settle, and compromise
CONGREGATION’s bona fide claims that it has asserted against
VOYANT, which arise out of or relate to the Promissory Note, in the
amount of Six Hundred Thousand Dollars ($600,000.00) due and owing
(hereinafter the “Compromised Amount”);
With this background
incorporated herein, the parties hereby agree to the following
partial settlement:
TERMS OF PARTIAL
SETTLEMENT
1.
CLAIMS .
CONGREGATION agrees to
partially resolve its bona fide claim with VOYANT for the agreed
upon amount as follows:
a).
CONGREGATION will reduce
the obligation under the Note by a minimum amount of One Hundred
Eighty Thousand Dollars ($180,000.00)applied first to interest and
attorneys fees and then to principal in exchange for one million
shares of common stock of Voyant.
b.
In the event the proceeds
from the sale of stock are more than One Hundred Eighty Thousand
Dollars ($180,000.00), CONGREGATION agrees to reduce the Note in
the amount of seventy-five percent of the total sales proceeds, so
long as that number exceeds One Hundred Eighty Thousand Dollars
(180,000.00).
c.
CONGREGATION agrees that
it will waive the calling of a default for thirty (30) days from
the date of this Agreement, provided that settlement shares are
timely delivered within five (5) days of the Order approving this
Partial Settlement Agreement and, further, provided that no other
event of default under the Note occurs but for the event of
non-payment on September 7, 2007.
2.
SETTLEMENT SHARES .
On or before the close of business on the day following entry
of the Order by the Court, in accordance with paragraph 4 herein,
VOYANT shall issue and deliver by Depository Trust Company (DWAC)
Fast Automated Securities System Program to CONGREGATION One
Million (1,000,000) shares of VOYANT’s freely trading common
stock issued pursuant to Section 3(a)(10) of the Act, par value
$0.0010 per share, (“Common Stock”) sufficient to
partially satisfy the Compromised Amount. If VOYANT fails to
deliver said shares in accordance with these terms, Plaintiffs
shall be entitled to a judgment for the principal amount of the
Promissory Note, plus interest. The transfer agent
shall act as escrow agent and shall upon the request of
CONGREGATION issue in the name of CONGREGATION the number of shares
requested so long as the number of shares requested does not make
CONGREGATION the owner of more than 4.99% of the outstanding VOYANT
stock.
3.
PARTIAL SATISFACTION
. CONGREGATION and VOYANT agree that delivery of
the Settlement Shares pursuant to the conditions set forth herein
shall partially satisfy VOYANT’s
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