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SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

THIS SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

(Settlement Agreement) is entered into between ________________ (_____) and

____________(____), each of which shall be referred to as a Party hereto and collectively as

the Parties) or the parties to this Settlement Agreement.

RECITALS

WHEREAS, the parties entered into various agreements, particularly, the Promissory

Note for the purchase of ________________________________(___), dated

___________________, wherein ____ agreed to purchase all shares of ___ from ___; and two

(2) Promissory Notes, dated _________ and _________, (collectively, Notes), as well as one

__________________,

WHEREAS it is contended by ______ that _______ failed to make the required

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payments under the Notes, and that there are possible issues of contention between the Parties

concerning the ________, which the Parties desire to resolve by way of this Settlement

Agreement; and,

WHEREAS, it is agreed, by and between the Parties, that the sum of $__________ is

owed by _______ to ______.

SETTLEMENT AGREEMENT

NOW, THEREFORE, and in consideration of the mutual terms, obligations, covenants

and conditions herein contained, receipt consideration and sufficiency of which are hereby

acknowledged, the Parties to this Settlement Agreement, hereby, agree as follows:

1. The above recitals are hereby made a part of this Settlement Agreement.

2. ____ shall pay _______ the principal sum of $_____________, as full and

complete satisfaction of all covenants, obligations, agreements, and released contained herein

(The Payment).

3. Payment shall be made in equal installments of $______________ per month, due

on the first (1st) day of each calendar months, beginning on ____________ and until the debt is

paid in full.

4. Each payment shall be made by regular U.S. mail to ___, at such address that

_____ shall designate in writing. Should any payment not be received by _____ by the fifth (5th)

day of the calendar month due, ____ shall fax notification thereof to ______, at such fax number

that _______ shall designate in writing, at which time, _____ shall have ten (10) calendar days to

either personally deliver, or mail by Certified Mail, Return Receipt, such payment to _______.

5. ____ shall issue certified checks or other forms of certified funds made payable to

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______ and shall deliver or mail payments to:__________________, or any other address or

person as ____ is notified in writing by ________. Any Notice to ______, pursuant to Paragraph

4, shall be to Fax Number ______________. _____ and ____ shall retain the right to designate,

in writing, to the other any new address and fax number, respectively.

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