SETTLEMENT TERMINATION AGREEMENT
AGREEMENT made this 9 day of February, 2006 between JEREMY P.
FEAKINS,
residing at 1200 West Penn Grant Road, Lancaster, PA 17603
("Feakins"),
GROWTH CAPITAL RESOURCES, LLC, a Pennsylvania limited liability
company with
offices at 1200 West Penn Grant Road, Lancaster, PA 17603 ("GCR")
CRSI
GROUP, INC., a Florida corporation with offices at 826 Broadway -
9th Floor,
New York, NY 10003 ("CRSX") and CARE RECRUITMENT SOLUTIONS
INTERNATIONAL,
INC., a Florida corporation with offices at 826 Broadway - 9th
Floor, New
York, NY 10003 ("CRSI").
WHEREAS, CRSX owns all of the outstanding capital stock of CRSI,
and
the two corporations are referred to herein collectively as the
"Corporations"; and
WHEREAS, Feakins has served as CEO of both CRSX and CRSI pursuant
to
an Employment Agreement between Feakins and CRSI dated October 19,
2004 (the
"Employment Agreement"); and
WHEREAS, both Feakins and GCR have loaned money to CRSX and/or
CRSI; and
WHEREAS, CRSI is in default in meeting its obligations to
Feakins
under the Employment Agreement and both CRSX and CRSI are in
default in
meeting their obligations to Feakins and GCR with respect to the
funds
loaned to them, and the parties wish to make certain arrangements
to resolve
all legal issues among them.
NOW,
THEREFORE, it is agreed:
1.
Releases from
Liability.
a.
Feakins hereby
releases and discharges CRSI from liability for
unpaid compensation due under the Employment Agreement and all
interest
accrued on such unpaid amounts. The parties agree that the amount
of unpaid
compensation due to Feakins as of February 9, 2006 was
$342,355.24.
b.
Feakins hereby
releases and discharges the Corporations from
liability for sums loaned to either of them by Feakins or for
responsibility
to reimburse Feakins for expenses he incurred on behalf of either
of the
Corporations. The
parties agree that the aggregate debt owed by the
Corporations to Feakins on February 9, 2006 was $277,036.51.
c.
GCR hereby
releases and discharges the Corporations from
liability for sums loaned to either of them by GCR or for
responsibility to
reimburse GCR for expenses it incurred on behalf of either of
the
Corporations. The
parties agree that the aggregate debt owed by the
Corporations to GCR on February 9, 2006 was $188,775.04
<PAGE>
2.
Assumption of
Liability
a.
Simultaneous
with the execution of this Agreement, CRSI and
Michael Mills ("Mills") will enter into an agreement terminating
the
Employment Agreement between them dated April 10, 2005 (the
"Mills
Employment Agreement"). As of February 9, 2006, CRSI owes
Mills $123,919.00
for accrued compensation and unreimbursed expenses. Feakins hereby assumes
personal liability for all accrued obligations of CRSI to Mills
that arose
under the Mills Employment Agreement or otherwise. Feakins will hold CSRI
and its parents and affiliates harmless from any claim by Mills
pursuant to
the Mills Employment Agreement, and will reimburse CRSI for any
cost or
expense it incurs by reason of any such claim.
a.
Simultaneous
with the
