Exhibit 10
Dissolution Agreement
THIS DISSOLUTION
AGREEMENT ("Dissolution") is entered into this 31st
day of January, 2005 by and among MBC
Global, LLC ("MBC") and eGene, Inc,
formerly BioCal, Inc. (collectively,
"EGEI"). Collectively,
MBC and EGEI are
referred to as the "Parties".
WHEREAS, the
Parties to this Dissolution entered into a non-exclusive
Financial Advisory Agreement dated June 30,
2004 ("Agreement"); and
WHEREAS, it is
the desire of the Parties to settle all of the disputes
between them related to MBC's and EGEI's
business relationship ("Claims");
NOW, THEREFORE,
in consideration of the promises above and the mutual
agreements herein contained and for other
good and valuable consideration, the
receipt and sufficiency of which is hereby
acknowledged, the Parties hereby
agree as follows:
1. SETTLEMENT
a. MBC and EGEI
will voluntarily terminate the existing Agreement
without the penalty terms outlined in Section 4 of the
Agreement,
b. MBC will
forfeit the remaining value of the Agreement,
c. EGEI will
forfeit any claims to any remaining consideration
(monetary or otherwise) due to EGEI from MBC,
2. GENERAL RELEASE
a. MBC's Release
of EGEI: Upon
execution of this Dissolution,
MBC, their agents, attorneys, representatives, successors,
and assigns, and all those in privity with them, agree to
release, acquit, and forever discharge EGEI, as well as
their members, managers, partners, employees, trustees,
trusts, officers, directors, shareholders, lenders,
subsidiaries, affiliates, insurers, agents, officers,
successors, assigns, immediate family members (spouses,
parents, siblings, children), and all those in privity
therewith, jointly and severally, from any and all actions,
causes of action, claims, demands, damages, costs, expenses,
fees (including, without limitation, any attorney fees
relating to the Claims), interest, and compensation, whether
known or unknown, asserted or unasserted, that relate in any
way to the Claims; or any relationship or affiliation of the
Parties from the beginning of time through the date of this
Dissolution. It is expressly understood and agreed that this
release shall constitute a general release and shall be
interpreted liberally to effectuate the maximum protection
to the released parties allowed by law. Notwithstanding the
foregoing, the provisions of this Paragraph 2(A) shall not
constitute a waiver or release or an agreement not to sue to
enforce any claim or right created by the provisions of this
Dissolution.
b. EGEI's
Release of MBC: Upon
execution of this Dissolution,
EGEI, their agents, attorneys, representatives, successors,
and assigns, and all those in privity with them, agree to
release, acquit, and forever discharge MBC, as well as their
partners, employees, trustees, trusts, insurers, agents,
officers, successors, assigns, immediate family members
(spouses, parents, siblings, children), and all those in
privity therewith, jointly and severally, from any and all
actions, causes of action, claims, demands, damages, costs,
expenses, fees, interest, and compensation, whether known or
unknown, asserted or unasserted, that relate in any way to
the Claims; or any relationship or affiliation of the
Parties from the beginning of time through the date of this
Dissolution. It is
expressly understood and agreed that
this release
