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Exhibit
10.4
SETTLEMENT AGREEMENT FOR PAYMENT OF ACCOUNT
AND RELEASE
This SETTLEMENT AGREEMENT FOR PAYMENT
OF ACCOUNT AND RELEASE dated as of September 30
th , 2007 (this " Settlement Agreement "), by and
between Docucon Incorporated, a Delaware corporation ("Docucon")
and Schwartz Heslin Group a Company incorporated in the state of
New York (“Company”).
WHEREAS,
Docucon desires to satisfy in full any and all amounts due and
owing to Company as of the date of this Agreement, and, subject to
the terms and conditions set forth herein, Company desires to
accept shares of the common stock, par value $0.0001 per share
(“Common Stock”) of Docucon in full satisfaction of any
and all amounts due and owing to Company, whether known or unknown;
and
WHEREAS,
without admitting any wrongdoing or liability, or acknowledging the
validity of any claim, asserted or unasserted, Docucon and Company
have reached an amicable settlement of any amounts owed in the
manner set forth herein.
NOW,
THEREFORE, in consideration of the mutual covenants contained
herein and the other good and valuable consideration as set forth
in this Settlement Agreement, the legal adequacy of which is hereby
acknowledged, the parties agree as follows:
1.
Payment of Account; No Admission of Fault .
(a)
The
total remaining unpaid balance on the note owed by Docucon to
Company, including, but not limited to, any and all services and
expenses provided by Company to Docucon through the date hereof, is
for all purposes agreed by the parties to be U.S. $53,325 (the
“ Past Due Balance ”).
(b)
Each of
Docucon and Company acknowledges and agrees that it is entering
into this Settlement Agreement in order to settle and resolve any
and all matters among them arising out of or in any way relating to
the Past Due Balance and any and all agreements between the parties
and the transactions contemplated thereby, and each of Docucon and
Company is not admitting any liability on its part in any way
relating to such matters, and no inference regarding any such
liability is intended by virtue of the parties entering into this
Settlement Agreement.
2.
Share
Consideration by Docucon to Company . Docucon hereby agrees to
issue to Company 106,650 shares of its Common Stock (the “
Shares ,”), at a valuation of $.50 cent per share.
Company acknowledges and agrees that its name, address, and
designation of this settlement shall be included on the Share
Certificate. Company understands and acknowledges that
Docucon makes no representations or warranties regarding the future
price of the Shares, the current or future value of the Shares, or
its current business, operations or financial condition or
prospects and, except as expressly set forth in this Settlement
Agreement, Company has not relied on any representations or
warranties from Docucon or its representatives in any manner
whatsoever.
3.
Indemnification by Company . Upon execution and delivery of
this Settlement Agreement, Company agrees to indemnify, defend, and
hold harmless each Docucon Released Party (as defined below) from
and against any and all causes of action, claims, damages,
liability, actions or causes of action, and demands of whatsoever
kind on account of all known, and unknown, injuries, losses, and
damages allegedly sustained by a Docucon Released Party to the
extent resulting from, arising from, or in any way connected with
any and all claims against Docucon that are or could be made by
Company, including without limitation, claims relating to, or in
connection with, the Past Due Balance (it being understood that
Docucon and Company intend all such claims to have been resolved
and settled pursuant to this Settlement Agreement).
Immediately upon execution and delivery of this Settlement
Agreement, Company shall forebear and suspend any legal, equitable
or other actions against Docucon for collection of the Past Due
Balance.
4.
Release by Company . Upon execution and delivery of this
Settlement Agreement, Company, for itself and on behalf of its
subsidiaries and affiliates, hereby releases and forever discharges
Docucon, together with its subsidiaries, affiliates, successors and
assigns, as well as its present and former directors, officers,
employees, shareholders, agents, attorneys and other
representatives and the successors, assigns and personal
representatives of each of them (each, a " Docucon Released
Party "), from any and all claims, suits, debts, liens,
liabilities, losses, causes of action, rights, damages (whether
actual, compensatory, consequential or punitive), demands,
obligations, promises, costs and expenses (including, without
limitation, attorneys' fees and expenses and the fees and expenses
of other professionals and experts) of every kind, nature and
description, whether in law or in equity, whether known or unknown,
or known in the future, fixed or contingent, billed or unbilled,
suspected, disclosed or undisclosed, claimed or concealed, from the
beginning of time through the date of this Settlement Agreement,
which Company, for itself and subsidiaries and affiliates, could
assert against any Docucon Released Party relating to or arising
out of any and all agreements between the parties, the transactions
contemplated thereby, the Past Due Balance, or otherwise.
5.
Waiver . Each of Docucon and Company hereby waives and
assumes the risk of any and all claims for loss and damages which
exist as of the date hereof, including but not limited to those set
forth in this Settlement Agreement but of which they are unaware,
whether through ignorance, oversight, error, negligence, or
otherwise in which, if known, would materially affect their
decision to enter into this Settlement Agreement. Each of
Docucon and Company hereby expressly assume the risk that they may
suffer damages in the future as a result of any matter referred to
herein, and they hereby waive all rights or benefits which they
have now, or in the future may have, under any applicable law.
Each of Docucon and Company acknowledge that there is a risk
of the damages which they believe they have suffered or will suffer
may turn out to be other than or greater than those now known,
suspected, or believed to be true. In addition, the cost and
damages they have incurred or have suffered may be greater than or
other than those known now. Facts on which they have been
relying in entering into this Settlement Agreement may later turn
out to be other than or different from those now known, suspected
or believed to be true. Each of Docucon and Company
acknowledge that in entering into this Settlement Agreement, they
have expressed that they agree to accept the risk of any such
possible unknown damages, claims, facts, demands, actions, and
causes of action. Each of Docucon and Company acknowledge and
present that in waiving all rights and benefits they may have as
set forth herein, they have had the advice, or have had the
opportunity to have the advice, of counsel and independent
consultants and further represent, warrant, and guarantee that this
Settlement Agreement shall remain in full force and effect
notwithstanding current and such possible changes or differences of
material fact. This relief shall apply to any and all claims
other than for breach of this Settlement Agreement.
6.
Representations, Warranties and Covenants of Docucon .
Docucon hereby represents and warrants to Company as
follows:
(a)
Docucon
has the corporate power and authority to execute, deliver and
perform this Settlement Agreement.
(b)
The
execution, delivery and performance of this Settlement Agreement
has been duly authorized by Docucon in accordance with all
requisite corporate power and authority.
(c)
This
Settlement Agreement constitutes a legal, valid and binding
obligation of Docucon, enforceable against Docucon in accordance
with its terms, except as enforcement may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws of general applicability affecting
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