EXHIBIT 10.39
SETTLEMENT AND RELEASE
AGREEMENT
THIS SETTLEMENT AND RELEASE AGREEMENT (the "Agreement") is made and
entered into effective the 22nd day of October 2008, by and
between W Technologies, inc., a Delaware corporation (the "Company
" ) and Newmarket Investment PLC, a company formed under
the laws of the United Kingdom ("Newmarket").
Premises
a)
The Company and Newmarket have been in discussions on debt that may
be owed by the Company to Newmarket. Neither the Company nor
Newmarket have been able to locate records on the debt.
b)
The Company has sold all of its assets and currently does not have
any means to pay any debts, including the debt that may be owed to
Newmarket. As such, Newmarket and the Company have proposed
accepting stock in the Company as, if and when the Company is
purchased by an operating entity ("NewCo") in full settlement of
any and all debt, liabilities or claims Newmarket may have against
the Company,
c)
Accordingly, Newmarket agrees that its debt is the amount of
$125,000 and agrees to accept stock in NewCo in full settlement of
any and all claims Newmarket may have against the Company. The
parties want to set forth their understanding in this
Agreement.
Agreement
Based on the foregoing premises, which are incorporated herein by
this reference, the mutual covenants and conditions set forth
herein, and in consideration of the execution
of
this Agreement, the relinquishment of the parties respective legal
rights with reference to any and all potential claims, the giving,
receipt or exchange of the promises herein, and for other good and
valuable consideration, receipt of which is hereby acknowledged,
the Parties hereto agree as follows:
1) Acknowledgement of Debt. Newmarket and the Company hereby
agree the amount owed to Newmarket is one hundred twenty five
thousand dollars ($125,000). Such amount will bear no interest. The
one hundred twenty five thousand dollars ($125,000) represents the
amounts previously owed to Newmarket, and includes and any and all
potential claims, causes of actions, demands, damages, costs fees
and expenses of any kind, whether known or unknown, related to any
debts or dealings between Newmarket and the Company. Additionally,
Newmarket agrees the payment
of
the amount will be only in shares of common stock of NewCo as, if
and when NewCo is formed. Newmarket shall receive its distribution
of NewCo's common stock upon the completion of a restructuring of
the Company and the completion of a merger to form NewCo. Company
makes no representation or warranty that NewCo will be formed or
that Newmarket will receive any shares in NewCo. Newmarket
acknowledges that it is possi
