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Exhibit 10.46
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT is made on January 8, 2001 between General
Credit Corporation, a New York corporation (the "Corporation"), DDI Acquisition
Corp., a Nevada corporation and wholly owned subsidiary corporation of the
Corporation ("Merger Sub") and Diamond Dealing.com, Inc., a Nevada corporation
("DDI").
WITNESSETH
WHEREAS, the Corporation, Merger Sub and DDI are parties to that
certain Agreement and Plan of Reorganization and Merger dated July 18, 2000 (the
"Merger Agreement");
WHEREAS, the Corporation, DDI and certain other persons are parties to
that certain Non-Competition and Non-Solicitation Agreement dated July 18, 2000
(the "Noncompete Agreement"); and
WHEREAS, the Corporation, Merger Sub and DDI have agreed to terminate
the Merger Agreement in accordance with the terms and conditions hereinafter set
forth.
NOW THEREFORE, in consideration of the mutual promises set forth herein
the parties agree as follows:
1. TERMINATION.
The Merger Agreement and DDI's relationship with the Corporation and
Merger Sub is hereby terminated effective as of the date hereof. As of the date
hereof, the Merger Agreement and all related agreements are void and there is no
liability thereunder on the part of the Corporation, Merger Sub, DDI or their
respective officers, directors, affiliates or agents. Notwithstanding the
foregoing, nothing contained in this Agreement shall relieve any party to the
Noncompete Agreement from any of its obligations thereunder and the parties to
such Noncompete Agreement shall remain bound by the terms thereof.
2. RELEASE OF CLAIMS.
(a) DDI hereby remises, releases, acquits, satisfies and
forever discharges each of the Corporation and Merger Sub and their respective
officers, directors, stockholders, employees, agents, subsidiaries, assigns,
insurers, and affiliates of and from all, and all manner of action and actions,
cause and causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, executions,
claims and demands whatsoever, in law or in equity, which DDI ever had, now has,
or which DDI or any successor or assign of DDI, hereafter can, shall or may
have, against the Corporation or Merger Sub or their respective officers,
directors, stockholders, employees, agents, subsidiaries, assigns, insurers, and
affiliates, for, upon or by reason of any matter,
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cause or thing whatsoever, arising out of or in any way related to the Merger
Agreement, including the transactions contemplated thereunder, and the
termination thereof.
(b) Each of the Corporation and Merger Sub hereby remise,
release, acquit, satisfy and forever discharge DDI and its officers, directors,
stockholders, employees, agents, subsidiaries, assigns, insurers, and affiliates
of and from all, and all manner of action and actions, cause and causes of
action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, executions, claims and demands
whatsoever, in law or in equity, which the Corporation or Merger Sub ever had,
now has, or which the Corporation, any successor or assign of the Corporation or
Merger Sub, hereafter can, shall or may have, against DDI, or its officers,
directors, stockholders, employees, agents, subsidiaries, assigns, insurers, and
affiliates for, upon or by reason of any matter, cause or thing whatsoever,
arising out of or in any way related to the Merger Agreement, including the
transactions contemplated thereunder, and the termination thereof.
3. GENERAL PROVISIONS.
(a) Severability. If any term, provision or portion of any
provision of this Agreement is held unenforceable for any reason, it shall be
deemed severed from this Agreement, and the remainder of this Agreement shall
continue to be in force in its entirety.
(b) Assignment. This agreement shall inure to the benefit of
each of the parties and its representatives, successors and assigns and shall be
binding on each party, its representatives, successors and assigns.
(c) This Agreement may be executed in counterparts, all of
which shall be considered one and the same agreement and shall become effective
when one or more counterparts have been signed by each of the parties and
delivered to the other parties.
(d) Entire Agreement. The parties hereby acknowledge that this
Agreement is the entire agreement between the parties and except as expressly
set forth herein, supersedes any prior agreement, written or oral, express or
implied between the parties. This Agreement may only be modified in writing,
signed by both parties.
(e) Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to its choice
of law provisions.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
GENERAL CREDIT CORPORATION
By: /s/ Irwin Zellermaier
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Name: Irwin Zellermaier
Title: Chief Executive Officer
DDI ACQUISITION CORP.
By: /s/ Irwin Zellermaier
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Name: Irwin Zellermaier
Title: Chief Executive Officer
DIAMOND DEALING.COM, INC.
By: /s/ Avi Ephrathi
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Name: Avi Ephrathi
Title: Chief Executive Officer and President
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