This Confidential Settlement Agreement, Mutual Release and Covenant Not to Sue ("Agreement") is entered into this [specify date] by and among [specify company] ("the Company"), on the one hand, and [specify company] ("Sales Rep") on the other hand.

I. RECITALS

A. WHEREAS, on or about May 1, 1992, Sales Rep entered into a sales representative contract with [specify] (the "Sales Representative Contract");

B. WHEREAS, after the Sales Representative Contract was executed, the Company acquired certain of the assets of [specify];

C. WHEREAS, by letter dated June 14, 1993, the Company confirmed that the Sales Representative Contract had already been terminated and outlined a superseding commission and finder's fee schedule (the "June 14, 1993 letter");

D. WHEREAS, Sales Rep claims an entitlement to a commission or other monetary consideration in connection with an order placed by [specify], and the Company denies Sales Rep's entitlement to same;

E. WHEREAS, the parties desire to settle, pursuant to the terms and conditions set forth herein below, all claims between them in any way related to the Sales Representative Contract, the June 14, 1993 letter, the relationship between the parties, any claim to commissions, finder's fees or other monetary consideration and wish to terminate any relationship which may have existed.

II. AGREEMENT

NOW, THEREFORE, the parties mutually agree as follows:

1. Consideration. The Company shall:

A. Execute and deliver to counsel for Sales Rep a check in the amount of Fifty Thousand ($50,000.00), made payable to the Law Offices of Steven Mitchell Sack, which sum is being paid collectively to Sales Rep and its counsel and which sum they are to divide between themselves as they see fit;

B. Execute and deliver to counsel for Sales Rep a signed original of this Agreement.

2. Consideration. Sales Rep shall:

A. Execute and deliver to counsel for the Company a signed original of this Agreement, thereby fully and forever releasing the Company on the terms described in this Agreement;

B. Accept the single sum of $50,000.00 as the sole monetary consideration for the execution of this Agreement and the release herein.

3. Mutual Release of Claims.

A. Conditioned upon receipt of the consideration set forth in Section 1 hereof, Sales Rep, on behalf of itself and on behalf of its affiliates, subsidiaries, officers, directors, employees, sales personnel, agents, attorneys, accountants, insurers, representatives, successors and assigns, hereby releases and forever discharges the Company and past and present affiliates, subsidiaries, officers, directors, partners, principals, employees, attorneys, insurers, agents, servants, successors, heirs and assigns("the Released Parties"), from any and all claims, demands, obligations, losses, causes of action, costs, expenses, attorneys' fees and liabilities of any nature whatsoever, whether based on contract, tort, statutory or other legal or equitable theory of recovery, whether known or unknown, which Sales Rep has, had or claims to have against any or all of the Released Parties, including but not limited to any and all claims which relate to, arise from, or are in any manner connected to i) the Sales Representative Contract, ii) the June 14, 1993 Letter and/or iii) any claimed commissions, "finder's fees" or other monetary consideration, whether accrued or not.

B. Conditioned upon payment of the consideration set forth in Section 1 hereof, the Company, on behalf of itself and its past and present partners, principals, employees, agents, servants, attorneys, insurers, representatives, affiliates, successors, heirs and assigns, hereby releases and forever discharges Sales Rep and its respective agents, attorneys, accountants, insurers, successors and assigns, from any and all claims, demands, obligations, losses, causes of action, costs, expenses, attorneys' fees and liabilities of any nature whatsoever, whether based on contract, tort, statutory or other legal or equitable theory of recovery, whether known or unknown, which the Company has, had, claims or could claim to have against Sales Rep, including but not limited to any and all claims which relate to, arise from, or are in any manner connected to A. the Sales Representative Contract, B. the June 14, 1991 Letter and/or C. any claimed commissions, "finder's fees" or other monetary consideration, whether accrued or not.

4. Termination of Agreements. The parties hereto agree and confirm that, except for this Settlement Agreement, any and all agreements, written or oral, including but not limited to the Sales Representative Agreement and/or the June 14, 1993 letter, have already been and are terminated and are of no further force and effect. All parties hereto agree that none of the terms, conditions or obligations, if any, have survived termination, and that this Agreement supersedes any of the terms of such agreements. All parties expressly release each other from any continuing rights, duties and/or obligations under any agreements, and Sales Rep shall make no further claim for any compensation even if such allegedly entitling sale was disclosed pursuant to the June 14, 1993 letter or otherwise falls within the terms of the agreements.

5. Waiver of California Civil Code §1542 and New York counterpart, if any. Each party knowingly and intentionally waives any protection afforded to them by California Civil Code §1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

Each party further waives any protection under any New York counterpart to California Civil Code §1542. Each party agrees that this Agreement is intended to cover all claims or possible claims arising out of or related to those matters referenced or impliedly covered in the general release referenced above, whether the same are known, unknown or hereafter discovered or ascertained, and the provisions of §1542 of the California Civil Code and the New York counterpart (if any) are hereby expressly waived. The parties hereto expressly acknowledge that they have been advised by their counsel of the contents and effect of such provisions, and with such knowledge they hereby expressly waive whatever benefits they may have pursuant to such provisions.

6. Covenants.

A. Sales Rep covenants and agrees that it will not, at any time hereafter, either directly or indirectly, initiate, assign, maintain or prosecute, or in any way knowingly aid or assist in the initiation, maintenance or prosecution of any claim, demand or cause of action at law or otherwise, against the Released Parties, or any of them, for damages, loss or injury of any kind arising from, related to, or in any way connected to any activity with respect to which a release has been given pursuant to Section 3 of this Agreement.

B. The terms of this Agreement, and the very existence of this Agreement itself, shall remain strictly confidential. Each signatory to this Agreement individually covenants not to disclose any of the terms of this Agreement, whether generally or specifically, to any third party, except as may be required by a party's accountants or insurers, or by order of a court of competent jurisdiction. Each signatory further covenants that he or it will be personally liable for any and all damages that may be caused to any other party by his unauthorized disclosure of any of the terms of this Agreement.

7. Agreement Not an Admission of Liability. The parties hereto agree and acknowledge that this Agreement is a compromise settlement of each party's disputed claims, and that the sums and covenants given in consideration of this Agreement, as well as the execution of this Agreement, shall not be construed to be an admission of liability on the part of any party with respect to the disputed matters set forth above.

8. Parties to Bear Own Costs and Attorneys' Fees. Each party to this Agreement will bear its own costs, expenses, and claims to interest and attorneys' fees, whether taxable or otherwise, incurred in or arising out of, or in any way connected with the matters which are referenced or covered in the mutual releases referenced above or which were otherwise related to the subject of this Agreement.

9. Entire Agreement. This Agreement represents and contains the entire agreement and understanding among the parties hereto with respect to the subject matter of this Agreement, and supersedes any and all prior oral and written agreements and understandings. No representation, warranty, condition, understanding or agreement of any kind with respect to the subject matter shall be relied upon by the parties except those contained herein. This Agreement may not be amended or modified except by an agreement signed by the party against whom enforcement of any modification or amendment is sought.

10. Advice of Counsel. In entering into this Agreement, the parties each acknowledge and represent that they have sought and obtained the legal advice of their attorneys, who are the attorneys of their own choice. They further represent that the terms of this Agreement have been completely read by them, and that those terms are fully understood and voluntarily accepted by them.

11. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall be deemed one and the same instrument.

12. Attorneys' Fees. In the event litigation is necessary to enforce a provision or provisions of this Agreement, all costs, expenses and attorneys' fees, whether taxable or not, shall be paid by the non–prevailing party or parties to the prevailing party or parties.

13. No Assignment. The parties each represent and warrant to one another that they have not sold, assigned, transferred, conveyed or otherwise disposed of any claim or demand covered by this Agreement.

14. Heirs, Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties' respective legal heirs, successors and assigns.

15. Severability. Should any portion (word, clause, phrase, sentence, paragraph or section) of this Agreement be declared void or unenforceable, such portion shall be considered independent and severable from the remainder, the validity of which shall remain unaffected.