SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 19, 1998
Consolidated Technology Group Ltd.
(Exact name of Registrant as Specified in its Charter)
New York 0-4186 13-1948169
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
160 Broadway, New York, New York 10038
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (212) 233-4500.
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Item 5. Other Events.
On April 14, 1998, George W. Mahoney, Chief Financial Officer of
Consolidated Technology Group Ltd. (the "Company") gave notice to the Company
that he was exercising his right under his employment agreement (the "Original
Agreement") to terminate his employment on ninety days' notice. At that time,
Mr. Mahoney also advised the Company that, in his view, the Original Agreement
required the Company to pay him a lump sum payment equal to his salary for the
balance of the term of the Original Agreement, which was approximately $2.4
million. The Company's board of directors informed Mr. Mahoney at the time that
it was evaluating the Company's and Mr. Mahoney's respective rights under the
Original Agreement.
Shortly thereafter, the Company's board of directors and Mr. Mahoney
entered into a series of discussions regarding the possibility that Mr. Mahoney
might reconsider his decision to terminate his employment and otherwise continue
to serve the Company as its Chief Financial Officer. On June 16, 1998, such
discussions culminated in the execution by Mr. Mahoney and the Company of an
Amended and Restated Employment Agreement (the "Amended Agreement"), whereby Mr.
Mahoney would continue to serve the Company as Chief Financial Officer for a
term that would commence on June 1, 1998 and expire May 31, 1999.
The material provisions of the Amended Agreement include the
establishment of Mr. Mahoney's salary at $202,000 per annum, and the agreement
by the Company to pay Mr. Mahoney $350,000 in settlement with respect to his
claims under the Original Agreement (the "Termination Payment"). The
termination payment was received on June 19, 1998 which effectuated the Amended
Agreement and general release.
The Company also delivered a general release to Mr. Mahoney at the same
time that it delivered the executed Amended Agreement. By its terms, the
general release extinguishes any claims that the Company might have had against
Mr. Mahoney, whether known or unknown, arising from or in connection with Mr.
Mahoney's activities by, or on behalf of, the Company as an officer, director or
shareholder, or otherwise, prior to and including April 3, 1998.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(i) Amended and Restated Employment Agreement, dated as of
June 16, 1998 and effective on June 19, 1998, between George W. Mahoney and
Consolidated Technology Group Ltd.
(ii) General Release dated as of June 16, 1998 and effective on
June 19, 1998, by and between George W. Mahoney and Consolidated Technology
Group Ltd.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONSOLIDATED TECHNOLOGY GROUP LTD.
By:/S/______________
Date: July 2, 1998 Seymour Richter
President
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Exhibit (i)
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made as of the 16th day of June, 1998, by and
between GEORGE W. MAHONEY, an individual residing at 21082 Sweetwater Lane
North, Boca Raton, Florida 33428 ("Executive") and CONSOLIDATED TECHNOLOGY GROUP
LTD., a New York corporation with offices at 160 Broadway, New York, New York
10038 (the "Company").
W I T N E S S E T H :
WHEREAS, the Company, through its three wholly owned subsidiaries, is
engaged in a variety of businesses including temporary staffing,
telecommunications and computer processing and technology; and
WHEREAS, the Company requires the services of an experienced Chief
Financial Officer to render to the Company and its subsidiaries a variety of
financial services which are customarily performed by such corporate officer;
and
WHEREAS, Executive is familiar with all of the operations of the
Company and its subsidiaries and has experience and expertise in rendering the
financial services required by the Company and its subsidiaries; and
WHEREAS, for the foregoing reasons, the Company desires to employ the
Executive as its Chief Financial Officer, and Executive is desirous of being so
employed, all on and subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby unconditionally acknowledged, the parties hereto do hereby agree as
follows:
1. Employment. During the Term (as hereinafter defined) of this
Agreement, the Company hereby employs Executive as its Chief Financial Officer,
upon and subject to the terms and conditions set forth in this Agreement.
Executive hereby agrees to accept such employment, upon and subject to the terms
and conditions set forth in this Agreement.
2. Executive's Duties and Responsibilities.
2.1. Executive will perform all of the services customarily
associated with the position of Chief Financial Officer during the Term of this
Agreement, subject to the policies established by and under the direction of the
Board of Directors and Chief Executive Officer of the Company. Executive also
agrees to perform such other duties and responsibilities
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consistent with such positions as the Board of Directors or the Chief Executive
Officer may assign to him from time to time during the Term hereof.
2.2. Executive agrees to devote all of his business time,
attention and energy to the performance of his duties under this Agreement
during the Term hereof and shall perform such duties diligently, in good faith
and in a manner consistent with the best interests of the Company. Reference is
made to that certain Consulting Agreement dated March 31, 1998 (the "Consulting
Agreement") by and between Executive and Comprehensive Medical Imaging, Inc.
("CMI") pursuant to which Executive is required, for a period expiring on
September 30, 1998 (subject to extension by CMI for an additional six month
period) to render certain consulting services to CMI which require a portion of
Executive's business time and effort. Notwithstanding the aforementioned
covenant of Executive to devote all of his business time, attention and energy
to the performance of his services under this Agreement, Executive shall not be
in breach of this Agreement by reason of the performance of his consulting
services for CMI under the Consulting Agreement.
2.3. Executive further agrees to use his best efforts at all
times during the Term hereof to preserve, protect, enhance, and maintain the
trade, business and goodwill of the Company. Executive shall perform his
services wherever his services are reasonably required but principally at the
offices of the Company at 2424 North Federal Highway, Suite 110, Boca Raton,
Florida 33431. Executive shall not be required to move his residence from Boca
Raton, Florida during the Term of this Agreement. Executive will, when requested
by the Company, travel to meet with and report to the Board of Directors and/or
the executive officers of the Company's subsidiaries.
3. Term.
3.1. Subject to Executive's receipt of the Cancellation Payment
(hereinafter defined), the term of this Agreement shall commence as of June 1,
1998 and shall expire on May 31, 1999, subject to earlier termination as
hereinafter provided in Paragraph 3.2 hereof (the "Term").
3.2. Pursuant to the provisions of Paragraph 3.1 above, the Term
of this Agreement shall terminate on the earlier to occur of any of the
following events:
(a) The death of Executive;
(b) The Permanent Disability (hereinafter defined) of
Executive as provided in Paragraph 6 hereof;
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(c) The breach or default by Executive in the performance or
observance of any of the provisions of Paragraph 7 of this Agreement;
(d) Any breach of trust or other action by which Executive
obtains personal gain at the expense or to the detriment of the Company;
(e) The failure of Executive to perform the customary duties
of his position or any other breach by Executive of the provisions of this
Agreement, provided that Executive is furnished with notice of such breach from
the Company (with Executive not participating or voting with respect to any such
notice if Executive is a director of the Company) and Executive fails to cure
any such breach within thirty (30) days of such notice);
(f) A judicial indictment of Executive or a conviction of the
Executive for any felony or any other crime involving moral turpitude; or
(g) The delivery of notice to the Company by Executive of the
termination of this Agreement for any breach or default by the Company of any of
its obligations or covenants under this Agreement, provided that any such breach
or default is not cured within thirty (30) days after such notice from
Executive.
(h) The delivery of notice to the Company by Executive of the
termination of this Agreement, without cause, at any time after November 1,
1998, provided that any such termination shall not become effective for at least
thirty (30) days after the delivery of any such notice.
4. Compensation.
4.1. In consideration of the performance of the Executive's
services under this Agreement during the Term hereof, the Company shall pay
Executive a base salary of Two Hundred Two Thousand Dollars ($202,000) during
the Term hereof (the "Base Salary"), such salary to be paid to Executive in
equal bi-monthly installments (after the deduction of all applicable withholding
and other required payroll deductions), in arrears, during the Term of this
Agreement.
4.2. The Company shall, in addition to the Base Salary, reimburse
Executive for all ordinary and necessary out-of-pocket expenses incurred by him
in the performance of his services under this Agreement, subject to and upon
receipt by the Company of invoices or other documentation in support thereof.
Such expenses for which Executive shall be entitled to reimbursement shall
include, but not be limited to, all travel
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expenses and all expenses and costs, including, without limitation, all
educational courses, required for the maintenance of Executive's license as a
certified public accountant.
4.3. The Company and the Executive entered into an Employment
Agreement dated March 21, 1995, as amended through the date hereof (the "Prior
Employment Agreement"), pursuant to which the Company agreed, among other
things, to employ Executive for a term expiring on December 31, 2007, to pay
Executive certain bonus and severance compensation and to issue to Executive
certain stock options to purchase shares of the Company's Common Stock, all as
more specifically provided in the Prior Employment Agreement. Subject to
Executive's receipt of the Cancellation Payment, the Executive has agreed, by
virtue of executing this Agreement, to terminate the aforementioned benefits
provided for in the Prior Employment Agreement. The Company acknowledges that
the provisions of this Agreement, as compared to the Prior Employment Agreement,
are significantly more advantageous to the Company. Accordingly, the Company has
agreed to pay to the Executive, upon the execution of this Agreement, the sum of
$350,000 in consideration of Executive's entering into this Agreement and, in
effect, canceling the Prior Employment Agreement (the "Cancellation Payment")
and the Executive has agreed to accept such sum therefor. The Cancellation
Payment will be made on the date hereof by wire transfer to the Executive's bank
account.
5. Executive Benefits. In addition to the Base Salary, Executive shall
receive the following benefits:
5.1. Executive shall be entitled to four (4) weeks paid vacation
and fifteen (15) paid sick days during the Term hereof. Executive shall take
such vacation at such times as will not unreasonably interfere with significant
activities of the Company and upon reasonable advance notice to the Company.
5.2. The Company shall pay for and maintain for Executive during
the Term of this Agreement, disability insurance providing for the payment to
Executive of a minimum of sixty (60%) percent of his Base Salary for any
"disability" as defined in such disability insurance policy. During the term
hereof, the Company shall also pay for (or reimburse Executive for) the Cobra
medical and dental insurance coverage currently in effect for Executive (which
insurance currently covers Executive and members of his immediate family) and
life insurance upon the life of the Executive in the face value of $1,000,000,
the proceeds of which shall be payable to such beneficiary(ies) as shall be
designated by Executive from time to time during the Term of this Agreement.
5.3. During the Term of this Agreement, any life insurance policy
maintained for Executive by the Company pursuant
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to Paragraph 5.2 above shall remain the property of the Company; however, upon
the expiration or any termination of this Agreement prior thereto, the Executive
shall have the right to have such life insurance policy assigned to him (in
which event Executive shall pay all costs therefor after the date of any such
expiration or termination). The Company shall have the right to terminate any
such policy (including the right to receive any unearned premiums previously
paid by the Company therefor) if the Executive does not elect to have such
policy assigned to him, as aforesaid. Executive must notify the Company at least
thirty (30) days prior to the expiration of the Term of this Agreement (or upon
any earlier termination thereof) of his determination to have such policy
assigned to him. In the event of the termination of this Agreement under
Paragraph 3.2(a), the Executive's estate shall be entitled to receive the face
value of such life insurance policy. The Company may, at its election at any
time during the Term hereof, obtain and maintain at its cost, a key man life
insurance policy on the Executive's life with the Company as the beneficiary
thereof and Executive will cooperate with the Company and its insurer with
respect thereto.
5.4. The Company agrees that nothing contained in this
Agreement is intended to, or shall be deemed to be granted to the Executive in
lieu of, or as a limitation upon, any rights and privileges which the Executive
may otherwise be entitled to as an executive employee of the Company under any
retirement, pension, profit sharing, insurance, hospitalization or other
employee benefit plan of any type (including, without limitation, any incentive,
profit sharing, bonus or stock option plan) which may hereafter be adopted by
the Company or any of its subsidiaries during the Term hereof, it being
understood that the Executive shall have the same rights and privileges to
participate in such Company benefit plans as any other officer or executive
employee of the Company or any of its subsidiaries.
6. Disability.
6.1. Subject to the terms of subparagraph 6.2 below, in the
event that Executive suffers any illness, injury or other incapacity which
causes him to become temporarily disabled during the Term of this Agreement, he
shall continue to receive one hundred (100%) percent of the Base Salary for any
period of disability not in excess of ninety (90) days. The term "Permanent
Disability" as used in this Agreement shall mean any disability of Executive for
a period in excess of ninety (90) days. For the purpose of this Paragraph, the
terms "disabled" and "disability" shall mean any physical or mental illness,
injury or other incapacity which, in the opinion of a doctor reasonably
satisfactory to the Company and Executive, renders the Executive unable to
perform his duties hereunder. The date that any such disability shall be deemed
to have commenced shall be the date Executive first absents himself from work
during a continuous
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period of disability as so determined by the doctor hereinabove set forth.
6.2. Upon any Permanent Disability, the Company may at any
time thereafter either reduce the Base Salary to seventy-five (75%) percent of
the Base Salary (including all payments Executive may receive under any
disability policy maintained by the Company) or terminate this Agreement upon
sixty (60) days prior written notice to Executive.
7. Confidentiality and Non-Disclosure Covenant.
7.1. During the Term of this Agreement, Executive hereby
acknowledges that he may obtain and be entrusted with unpublished confidential
and proprietary information relating to the Company's present and proposed
business and operations, including, without limitation, financial information
relating to the Company's present and proposed business and operations, the cost
and pricing of the Company's services, the sales and marketing plans and
strategies of the Company, proposed acquisitions of the Company or proposed
sales of its subsidiaries, the names and addresses of the Company's accounts and
the terms of all material agreements to which the Company is a party. All of
such information that may be obtained by Executive shall, for purposes hereof,
be referred to as "Confidential Information". Executive hereby agrees that,
unless the Confidential Information becomes publicly known through legitimate
origin not involving any improper act or omission of Executive, neither he, nor
any entity or person owned or controlled directly or indirectly by him, shall,
during the Term of this Agreement or thereafter, use for his own benefit or for
the benefit of others for any purpose and in any manner whatsoever, divulge to
any person, firm, corporation or other entity or otherwise publish or disclose
any Confidential Information (except as necessary in connection with the
performance of Executive's services under this Agreement). This provision shall
survive the expiration or termination of this Agreement. Notwithstanding the
foregoing, Executive shall not be in breach of this covenant with respect to any
use or disclosure of any Confidential Information by him which is required as a
result of any legal process served upon him in any judicial or administrative
proceeding (provided that the Company shall be given notice in time to enable it
to object to such disclosure) or was obtained by Executive from a third party
without such third party's breach of any agreement or obligation of trust.
7.2. Executive hereby acknowledges and agrees that any actual or
threatened breach of the provisions of this Paragraph may cause irreparable harm
to the Company and may not be remediable by an action at law for damages and,
therefore, the Company shall be entitled to seek, as a non-exclusive remedy, in
any court of competent jurisdiction, all equitable remedies
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therefor, including, without limitation, a temporary or permanent injunction or
specific performance of the provisions hereof, without the necessity of showing
any actual damage or that monetary damages would not provide an adequate remedy
at law or posting a bond therefor. The provisions of this Paragraph 7 shall
survive the termination or expiration of the Term of this Agreement.
8. Representations and Warranties of Executive. The Executive
represents and warrants to the Company as follows:
8.1. All action on the part of Executive necessary for the
authorization, execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby, has been taken and this
Agreement constitutes a valid and legally binding obligation of Executive,
enforceable in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium, or other laws affecting
generally the enforcement of creditors' rights and by general principles of
equity.
8.2. The authorization, execution, delivery and performance of
this Agreement, and the consummation of the transactions contemplated hereby,
will not result in any violation or be in conflict with or constitute, with or
without the passage of time and giving of notice, a default under any provision
of any instrument, judgment, order, writ, decree or agreement to which Executive
is a party or by which he is bound.
8.3. There is no action, suit, proceeding, or investigation
pending, or to the knowledge of Executive, currently threatened against
Executive, in any way relating to the validity of this Agreement or the right of
Executive to enter into or to consummate this Agreement.
8.4. Except for the representations and warranties of the
Company in Paragraph 9 hereof, there have been no other representations or
warranties made by or on behalf of the Company to Executive upon which Executive
has relied in connection with the negotiation, preparation, execution, delivery,
or performance of this Agreement.
9. Representations and Warranties of the Company. The Company
represents and warrants to Executive as follows:
9.1. All action on the part of the Company necessary for the
authorization, execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby, has been taken and this
Agreement constitutes a valid and legally binding obligation of the Company,
enforceable in accordance with its terms, except as
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the same may be limited by bankruptcy, insolvency, reorganization, moratorium,
or other laws affecting generally the enforcement of creditors' rights and by
general principles of equity.
9.2. The authorization, execution, delivery and performance of
this Agreement, and the consummation of the transactions contemplated hereby,
will not result in any violation or be in conflict with or constitute, with or
without the passage of time and giving of notice, a default under the Company's
Certificate of Incorporation or By-Laws or any provision of any instrument,
judgment, order, writ, decree or agreement to which the Company is a party or by
which it is bound.
9.3. There is no action, suit, proceeding, or investigation
pending, or to the knowledge of the Company, currently threatened against the
Company, in any way relating to the validity of this Agreement or the right of
the Company to enter into or to consummate this Agreement.
9.4. Except for the representations and warranties of the
Executive in Paragraph 8 hereof, there have been no other representations or
warranties made by or on behalf of the Executive to the Company upon which the
Company has relied in connection with the negotiation, preparation, execution,
delivery, or performance of this Agreement.
10. Miscellaneous.
10.1. This Agreement constitutes the sole and entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements, representations, warranties, statements,
promises, arrangements and understandings, whether oral or written, express or
implied, between the parties hereto with respect to the subject matter hereof,
including the Prior Employment Agreement. This Agreement may not be changed or
modified except by an instrument in writing signed by the party to be bound
thereby. This Agreement has been subject to the mutual consultation, negotiation
and agreement of the parties hereto and shall not be construed for or against
either party hereto on the basis of such party having drafted this Agreement.
10.2. All notices, consents, requests, demands and other
communications required or permitted to be given under this Agreement shall be
in writing and delivered personally, receipt acknowledged, or mailed by
registered or certified mail, postage prepaid, return receipt requested,
addressed to the parties hereto as follows (or to such other address and/or to
such other persons as either of the parties hereto shall specify by notice given
in accordance with this provision):
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(a) If to the Company:
Consolidated Technology Group Ltd.
160 Broadway
New York, New York 10038
Attn: Seymour Richter, President
with a copy to:
Robert L. Blessey, Esq.
51 Lyon Ridge Road
Katonah, New York 10536
-and-
Martin Siegel, Esq.
Berlack, Israels & Berman, LLP
120 West 45th Street
New York, NY 10036
(b) If to Executive:
George W. Mahoney
21082 Sweetwater Lane North
Boca Raton, FL 33428
All such notices, consents, requests, demands and other communications
shall be deemed given when personally delivered as aforesaid, or, if mailed as
aforesaid, on the third business day after the mailing thereof or on the day
actually received, if earlier, except for a notice of a change of address which
shall be effective only upon receipt.
10.3. Neither party hereto may assign this Agreement or their
respective rights, benefits or obligations hereunder without the written consent
of the other party hereto.
10.4. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors, heirs, personal
representatives, administrators, executors and permitted assigns. Nothing
contained herein is intended to confer upon any person or entity, other than the
parties hereto, and their respective successors, heirs, personal
representatives, administrators, executors or permitted assigns, any rights,
benefits, obligations, remedies or liabilities under or by reason of this
Agreement.
10.5. No waiver of this Agreement shall be effective unless in
writing and signed by the party to be bound thereby. The waiver by either party
hereto of a breach of any provision of this Agreement, or of any representation,
warranty, or covenant in this Agreement by the other party hereto, shall
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not be construed as a waiver of any subsequent breach or of any other provision,
representation, warranty, or covenant of such other party, unless the instrument
of waiver expressly so provides.
10.6. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York with respect to contracts made
and to be fully performed therein, without regard to the conflicts of laws
principles thereof. By his execution hereof, Executive hereby consents and
irrevocably submits to the in personam jurisdiction of the Federal and state
courts located in the City, County and State of New York and agrees that any
process in any action commenced in such courts under this Agreement may be
served upon him personally, by certified or registered mail, return receipt
requested, or by Federal Express or other courier service, with the same full
force and effect as if personally served upon him in New York City. Each of the
parties hereto hereby waives any claim that the jurisdiction of any such court
is not a convenient forum for any such action and any defense of lack of in
personam jurisdiction with respect thereto. In the event of any action or
proceeding under this Agreement, the party prevailing therein shall be entitled
to payment from the other party hereto of its reasonable counsel fees and
disbursements in an amount determined by the court therein.
10.7. The parties hereto hereby agree that, at any time and
from time to time during the Term hereof, upon the reasonable request of the
other party hereto, they shall do, execute, acknowledge and deliver, or cause to
be done, executed, acknowledged and delivered, such further acts, deeds,
assignments, transfers, conveyances and assurances as may be reasonably required
to more effectively consummate this Agreement and the transactions contemplated
thereby or to confirm or otherwise effectuate the provisions of this Agreement.
10.8. Each party hereto represents and warrants to the other
that it has been represented by independent counsel of his or its own choosing
in connection with the negotiation, preparation, and consummation of this
Agreement. Except as expressly provided in this Agreement, each of the parties
hereto shall bear all of his or its respective costs and expenses incurred in
connection with the negotiation, preparation, execution, consummation,
performance and/or enforcement of this Agreement, including, without limitation,
the fees and disbursements of their respective counsel, financial advisors and
accountants.
10.9. If any term or provision of this Agreement, or the
application thereof to any person or circumstance, is finally determined by a
court to any extent to be illegal, invalid or unenforceable, the remainder of
this Agreement, or the application of such term or provision to persons or
circumstances
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other than those as to which it is held illegal, invalid or unenforceable, shall
not be affected thereby and each term and provision of this Agreement shall be
valid and shall be enforced to the fullest extent permitted hereunder and by
law.
10.10. During and after the Term of this Agreement, the Company
shall defend, indemnify and hold Executive harmless from any claims, causes of
action, liabilities, damages, costs or expenses incurred by Executive based upon
or in connection with the performance of his services under this Agreement and
the Prior Agreement to the fullest extent permitted by the laws of the State of
New York and of the By-Laws of the Company. This provision will survive the
expiration or termination of the Term of this Agreement. The foregoing is in
addition to, but not in lieu of, the Indemnification Agreement dated October 1,
1994 between Executive and the Company.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 16th day of June, 1998.
WITNESS: CONSOLIDATED TECHNOLOGY GROUP LTD.
____________________________
By:_______________________________
Seymour Richter, President
WITNESS:
____________________________ _______________________________
George W. Mahoney
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Exhibit (i)
R E L E A S E
Reference is made to that certain Amended and Restated Employment
Agreement dated as of June 16, 1998 by and between George W. Mahoney and
Consolidated Technology Group Ltd. ("COTG") (the "Agreement"), the terms of
which are incorporated herein by reference thereto.
In consideration of the execution and delivery of the Agreement by
George W. Mahoney and One ($1.00) Dollar and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
COTG, for itself and on behalf of all past and present subsidiaries thereof
(hereinafter collectively referred to as the "Releasor"), hereby unconditionally
and irrevocably releases and discharges George W. Mahoney and his heirs,
executors, administrators and personal representatives (hereinafter the
"Releasee"), from any and all actions, causes of action, suits, debts, dues,
sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
obligations, contracts, controversies, agreements, promises, variances,
trespasses, damages, liabilities, judgments, executions, claims and demands
whatsoever, in law, admiralty or equity (whether known or unknown and whether
liquidated or unliquidated), whether asserted individually, derivatively, or in
any other capacity, which the Releasor, or any of them, or their respective
shareholders, officers, directors, principals, employees or agents, ever had,
now have or hereafter can, shall or may have against the Releasee for, by reason
of, in any way based upon, arising out of, related to, or connected with,
directly or indirectly, any matter, cause, thing, transaction, act, or omission
whatsoever by or on behalf of the Releasee in connection with his activities by
or on behalf of Releasor, whether in his capacity as an officer, director or
shareholder, or otherwise, from the beginning of the world to and including
April 3, 1998.
This Release contains the full and complete understanding of the
parties hereto with respect to the subject matter referred to herein and
supersedes any and all other agreements or understandings previously entered
into by the parties hereto with respect to the subject matter hereof. No
provision of this Release may be amended, modified or waived except by a written
instrument executed by the party to be bound thereby.
If any term or provision of this Release is held to be illegal or
invalid, such illegality or invalidity shall not affect the remaining terms or
provisions hereof, and each term and provision of this Release shall be enforced
to the fullest extent permitted by law.
Neither party to this Release may assign or otherwise transfer any of
his or their rights or obligations under this Release without the express
written consent of the other party hereto. This Release shall be binding upon
and inure to the
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benefit of the parties hereto and their respective successors, affiliates,
permitted assigns, heirs and personal representatives.
This Release shall be governed by and construed in accordance with the
laws of the State of New York with respect to contracts made and to be fully
performed within such state, without regard to the conflicts of laws principles
thereof.
This Release may be executed in one or more counterparts, each of which
shall be deemed an original and all of which, when taken together, shall
constitute one and the same document, provided, however, that this Release shall
not be effective unless and until each of the parties hereto shall have executed
the Agreement and this Release.
This Release has been duly authorized by all required action of
Releasor and Releasee.
IN WITNESS WHEREOF, the parties hereto have executed this Release as of
the 16th day of June, 1998.
WITNESS: CONSOLIDATED TECHNOLOGY GROUP LTD.
____________________
____________________ By:_______________________________
Print Name Seymour Richter
President
WITNESS:
____________________
____________________ _______________________________
Print Name George W. Mahoney
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