EXHIBIT
10(ii)
SEPARATION AGREEMENT
This
SEPARATION AGREEMENT , dated and effective as of March 7,
2005, sets forth the agreement between CASINO ENTERTAINMENT
TELEVISION, INC., a Delaware corporation (the
“Company”), and STEPHEN B. LASSER , a Nevada
resident (“Lasser”), with regard to the matters set
forth herein.
RECITALS
WHEREAS
, in connection with that certain Share Exchange Agreement, dated
April 30, 2004, Lasser (i) received Ten Million Four Hundred and
Sixteen (10,400,016) shares of the common stock of the Company,
$0.0001 par value per share (the “Shares”), (ii) became
a member of the Board of Directors of the Company (the
“Board”) and (iii) became the Chief Financial Officer
of the Company (“CFO”).
WHEREAS
, Lasser’s position as the CFO and as a member of the Board
have terminated.
WHEREAS
, Lasser and the Company desire that Lasser’s association
with the Company completely terminate;
WHEREAS
, in connection with Lasser’s termination of association with
the Company, Lasser has agreed to the cancellation of the Shares
and the Company has agreed to release Lasser from the claims the
Company has or may have against Lasser;
WHEREAS
, the Company and Lasser now desire to enter into this Separation
Agreement to memorialize the terms of Lasser’s separation
from the Company, including without limitation the cancellation of
the Shares and the release of Lasser.
NOW,
THEREFORE , for and in consideration of the compensation,
benefits and the mutual covenants and agreements contained in this
Separation Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby covenant and agree as follows:
1.
Release of Claims and Cancellation of Shares .
(a)
Lasser Release and Share Cancellation . On the terms and
subject to the conditions set forth in Section 5(a) this Agreement
(i) Lasser agrees that all of his interests in the Company,
including without limitation the Shares, are canceled without
obligation to the Company and (ii) Lasser, for and on behalf of
himself and his heirs, beneficiaries, executors, administrators,
attorneys, successors, and assigns forever waives, releases,
discharges, and covenants not to sue the Company, its officers,
directors, shareholders, employees and agents, who are liable or
who might be claimed by Lasser to be liable (hereinafter also
referred to as the “Released Parties”), from and for
any and all of Lasser’s potential or actual causes of action,
including any attorney’s fees, relating to, without
limitation, Lasser’s association with the Company and any
written or unwritten agreement, arrangement or understanding
pertaining to Lasser’s employment, proposed employment or
other association with the Company (the “Employment
Arrangements”) by and between Lasser and the Company, and any
other relationship between Lasser and the Company, which are known
or unknown, fixed or contingent, and by reason of any matter,
cause, thing, charge, claim, right or action whatsoever, against
and as to the Company and/or any of the other Released Parties,
including, but not limited to any insurance coverage, benefits or
premiums or on account of any alleged conduct of the Released
Parties which might be alleged by Lasser to constitute
discrimination, fraud or otherwise, or in any way related to
Lasser’s association with the Company or any Employment
Arrangement.
(b)
Release by the Company . On the terms and subject to the
conditions set forth in Section 5(b) of this Agreement, the Company
for and on behalf of itself and its successors and assigns forever
waives, releases, discharges, and covenants not to sue Lasser, from
and for any and all of the Company’s potential or actual
causes of action, including any attorney’s fees, relating to,
without limitation, Lasser’s proposed employment with the
Company, the Employment Arrangements and any other relationship
between Lasser and the Company, which are known or unknown, fixed
or contingent, and by reason of any matter, cause, thing, charge,
claim, right or action whatsoever, against and as to Lasser,
including, but not limited to any alleged conduct of Lasser which
might be alleged by the Company to constitute fraud or otherwise,
or in any way related to Lasser’s association with the
Company or any Employment Arrangement.
2.
Restrictions on Bringing Claims .
(a)
Restrictions on Lasser . Subject to the conditions set forth
in Section 5(a), Lasser, for and on behalf of himself and his
heirs, beneficiaries, executors, administrators, attorneys,
successors, and assigns, agrees and covenants not to file a lawsuit
or administrative complaint or to assert any claim with respect to
his association with the Company or any Employment Arrangement,
including without limitation asserting any claims with regulatory
or criminal authorities, against the Company or any of the other
Released Parties.
(b)
Restrictions on the Company . Subject to the conditions set
forth in Section 5(b), the Company agrees and covenants not to file
a lawsuit or administrative complaint or to assert any claim with
respect to Lasser’s association with the Company or any
Employment Arrangements, including without limitation asserting any
claims with regulatory or criminal authorities, against Lasser.
3.
Representations . Lasser hereby represents and warrants as
follows:
(a)
Schedule 3 sets forth a complete list of any contracts entered
into, or other obligations, whether written or written, contingent
or accrued incurred by, the Company between April 25,2004 and March
7, 2005 (the “Obligations”);
(b)
All of the Shares are owned by Lasser free and clear of any liens
or other encumbrances, and there are no options, subscriptions,
warrants, commitments or other understandings pursuant to which
Lasser is obligations to transfer, pledge or otherwise encumber the
Shares;
(c)
The Shares constitute all of Lasser’s direct or indirect
interests in the Company, and there are no outstanding
subscriptions, options, warrants, rights, securities, contracts,
commitments, understandings or ar
