EX-10.31
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
LOUIS FERRO, Index No.: 605883/99
Plaintiff, Date Purchased: 12/30/99
-against- STIPULATION OF SETTLEMENT
JVWEB, INC. and GREG J. MICEK,
Defendants.
Plaintiff Louis Ferro ("Plaintiff"), and Defendants JVWEB, INC. and
GREG J. MICEK (collectively, the "Defendants"), in consideration of the promises
and mutual covenants contained herein, and other valuable consideration, receipt
of which is hereby acknowledged, hereby stipulate and agree to settle all claims
in the above-referenced action as follows:
1. Defendants shall pay $25,000.00 to Plaintiff in accordance
with the following schedule:
a .$11,500.00 within two (2) days of execution of this Stipulation of
Settlement,
b. $5,000.00 within thirty (30) days of execution of this Stipulation
of Settlement,
c. $5,000.00 within sixty (60) days of execution of this Stipulation of
Settlement, and
d. $3,500.00 within ninety (90) days of execution of this Stipulation
of Settlement.
2. All payments pursuant to paragraph one (1) shall be by check
payable to the order of Louis Ferro.
3. Defendants shall transmit all settlement payments pursuant to
paragraph one (1) to Penn & Associates, 437 Madison Avenue, Floor 35, New York,
New York 10022.
4. Defendants' payments to Plaintiff pursuant to paragraph one
(1) shall total $25,000.00.
5. Counsel for Plaintiff and for Defendants shall execute and file a
Stipulation of Discontinuance upon receipt by Penn & Associates of all payments
under and pursuant to paragraph one (1) of this Stipulation of Settlement.
6. Defendants shall reimburse Plaintiff for all legal fees and expenses
that Plaintiff incurs as a result of Defendants' failure to perform it
obligations to Plaintiff in accordance with the terms of this Stipulation of
Settlement. This Stipulation of Settlement shall be interpreted pursuant to the
laws of the State of New York and may be enforced in the Courts of the State of
New York.
7. The parties hereby agree not to disclose the terms of this
Stipulation of Settlement unless directed to do so by a court of competent
jurisdiction. The parties hereto agree to refrain from making derogatory
statements about each other.
8. In consideration for the parties' obligations pursuant to this
Stipulation of Settlement, Plaintiff agrees on behalf of himself, his heirs,
successors and/or assigns, to irrevocably release and discharge the Defendants,
their owners, directors, officers, and employees, for any debts, obligations,
claims, demands, and/or judgments whether in law or in equity, from the
beginning of time until the date of execution of this Stipulation of Settlement,
exclusive of any claims against the Defendants based upon and/or in connection
with the shares of JVWEB common stock and/or options to purchase shares of stock
that Plaintiff owns and/or possesses. In consideration for the parties'
obligations pursuant to this Agreement, the Defendants, Defendants' owners,
directors, officers, and employees, agree on behalf of themselves, their heirs,
successors and/or assigns, to irrevocably release and discharge Plaintiff for
any debts, obligations, claims, demands, and/or judgments whether in law or in
equity, from the beginning of time until the date of execution of this
Stipulation of Settlement. Plaintiff's release of the Defendants shall be
without force or effect if the Defendants fail to make all payments to Plaintiff
pursuant to paragraph one (1) of this Stipulation of Settlement.
9. This Stipulation of Settlement constitutes the entire understanding
and agreement of the parties hereto. This Stipulation of Settlement may not be
modified except by writing signed by all of the parties hereto. This Stipulation
of Settlement shall not be binding unless and until fully-executed counterparts
thereof have been delivered to each of the parties hereto. This Stipulation of
Settlement shall be a nullity unless fully-executed counterparts of same have
been exchanged by the parties hereto by May 5, 2000.
10. Plaintiff shall cooperate with Defendants in connection with
Defendants' efforts to obtain payment from AMP3.com for
services rendered.
Dated: May 5, 2000
New York, New York
JVWEB, INC. (Defendant)
By: /s/ Greg J. Micek /s/ Greg J. Micek
----------------- -----------------
GREG J. MICEK GREG J. MICEK
(President) (Defendant)
/s/ Louis A. Ferro
------------------
LOUIS A. FERRO
(Plaintiff)
/s/ Richard D. Lorge /s/ Craig E. Penn, Esq.
-------------------- -----------------------
Attorneys for Defendants Attorney for Plaintiff
900 Merchants Concourse 437 Madison Avenue
Suite 405 Floor 35
Westbury, New York 11590 New York, New York 10022
(516) 228 0393 (212) 661 5700
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
On May 4, 2000 before me, the undersigned, personally appeared LOUIS FERRO
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
/s/ Craig Eric Penn
--------------------
(signature and office of individual
taking acknowledgment)
STATE OF TEXAS )
)
COUNTY OF HARRIS )
On May 1, 2000 before me, the undersigned, personally appeared GREG J. MICEK
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, both individually
and as President of Defendant JVWEB, INC., and that by his signatures on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument, and that such individual made such appearance
before the undersigned in Houston, Texas.
/s/ Peggy R. Weiser
--------------------
(signature and office of individual
taking acknowledgment)
