THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the [specify] "Settlement Agreement") is entered into between ABC [specify company], a Wisconsin corporation, on the one hand, and [specify sales representative] doing business as XYZ [specify D/B/A] on the other hand (collectively, the "Parties") on the [specify date].

WHEREAS, the Parties entered into an agreement dated July

15, 1988 entitled "Sales Representative Agreement" (the "Rep Agreement"), which is attached as Exhibit "1" to this Settlement Agreement;

WHEREAS, ABC terminated the Rep Agreement on May 27, 1993;

WHEREAS, XYZ has made claims against ABC as to commissions previously owed and allegedly owing in the future; and

WHEREAS, the Parties have, between themselves, negotiated a complete resolution of any and all disputes, claims or potential claims arising between them and the subject matter of the Rep Agreement and intend, by the terms of this Settlement Agreement, to memorialize the resolution of all disputes, claims or potential claims between the Parties arising during their relationship.

NOW, THEREFORE, in consideration of the recitals stated above, which all Parties agree are accurate and complete, the agreements, promises and warranties set forth below and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

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

2. The Parties acknowledge that the Rep Agreement and any other contractual agreements between the Parties, whether oral or written, are terminated. XYZ shall have the unrestricted right to sell to any of its customers and shall be entitled to represent any and all manufacturers of product, including, without limitation, products similar to those manufactured by ABC.

3. Immediately upon the Parties' execution of this Settlement Agreement, ABC shall deliver to counsel for XYZ, The Law Offices of Steven Mitchell Sack ("Counsel for XYZ"), the following: (a) a corporate check drawn on the account of ABC in the amount of Thirty Thousand Dollars ($30,000.00) made payable to "Steven M. Sack, Attorney For XYZ;" (b) an executed $168,000.00 promissory note in the form of the promissory note attached hereto as Exhibit "2" ("Note"); and (c) an executed Affidavit for Judgment by Confession attached hereto as Exhibit "3" ("Affidavit"). All installment payments due under the Note are to be made payable to "Steven Mitchell Sack, Attorney For XYZ" and are to be mailed via overnight mail directly to the law offices of Steven Mitchell Sack, Esq., [specify address].

4. If and only if (a) ABC fails to make a payment required by the Note and (b) ABC thereafter fails to make said payment pursuant to the ten-day Notice of Non- Payment provisions of numbered Paragraph 2 of the Note ("Ten-Day Notice Provisions") and (c) XYZ files a declaration under penalty of perjury with the above-entitled court, after first giving a three-day Notice of intention to do so, that states that ABC failed to make a payment required by the Note and that ABC failed to make such payment pursuant to the Ten-Day Notice Provisions, then ABC authorizes XYZ to file the Affidavit and have judgment entered against ABC in the total amount of $168,000.00 (less any payments on the Note already received by XYZ from ABC (the"Judgment"), in the form of the Judgment attached as Exhibit "B" to the Affidavit. XYZ's total recovery for XYZ's claims shall consist of (1) the Judgment, (2) interest on the Judgment at the rate of Sixteen Percent (16%) per annum or the maximum legal interest rate, whichever is greater, until the Judgment is paid in full and (3) reasonable attorneys fees and costs incurred in filing, enforcing and collecting the Judgment.

5. The Parties acknowledge that they understand and agree that, upon the final payment by ABC required by the capitalized Note, or payment by ABC pursuant to the Ten-Day Notice Provision in numbered Paragraph 2 of the Note,, whichever is later, each of the Parties releases and forever discharges the other and its respective agents, servants, employees, proprietors, partners, officers, directors, shareholders,, subsidiaries, attorneys,, predecessors, successors, assigns, heirs, survivors and personal representatives of and from any and all known or unknown claims, debts, liabilities, demands, obligations, damages, losses, costs, expenses, attorney' s fees, actions and causes of action, from the beginning of time to the effective date of this Settlement Agreement. From the date of this Settlement Agreement until the date of the final payment by ABC required by the Note or the date of payment by ABC pursuant to the Ten-Day Notice Provision in numbered paragraph 2 of the Note, each party agrees that it will not initiate any complaint, suit, or action of any kind against the other party, in law or equity, before a state court, federal court, foreign court, or administrative body, except as provided in paragraph 4 of this Settlement Agreement; provided, however, that if a court enters a final judgment, not reversed on appeal, pursuant to paragraph 4 of this Settlement Agreement, the Parties' agreement not to initiate complaint, suit, or action shall no longer apply.

6. Nothing in this Settlement Agreement shall constitute or be construed as an admission on behalf of any of the Parties as to the validity of any claims, defenses or allegations asserted hereto and XYZ agrees to keep confidential and not disclose the terms of this Settlement Agreement to any third parties with the exception of her attorney, accountant and immediate family.

7. Each of the Parties hereby represents and warrants to the other that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity any claims, debts, liabilities, demands, obligations, damages, losses, costs, expenses, attorneys' fees, actions or causes of action released herein. Each of the Parties agrees to indemnify, hold harmless and defend (including the payment of actual attorneys' fees, costs and expenses) the other of and from any claims, debts, liabilities, demands, obligations, damages, losses, costs, expenses, attorneys' fees, actions or causes of action that are in any way based on or arise out of any such assignment or transfer.

8. The Parties acknowledge that for the purpose of enforcing the terms of this Settlement Agreement or entering judgment appropriate jurisdiction and venue shall lie with the Circuit Court of [specify], County of [specify].

9. Each of the Parties represents and warrants that it has been represented by separate legal counsel of its own choice throughout all of the negotiations that preceded the execution of this Settlement Agreement and in connection with the preparation and execution of this Settlement Agreement; that it has carefully and thoroughly reviewed this Settlement Agreement in its entirety with that counsel; that its counsel has approved it as to form; and that it understands the terms used herein.

10. Each party has had the opportunity to investigate this matter, determine the advisability of entering into this Settlement Agreement and has entered into this Settlement Agreement freely and voluntarily. Each of the Parties acknowledges that in executing this Settlement Agreement they rely solely on their own judgment, belief and knowledge and on such advice as they may have received from their own counsel and that they have not been influenced by any representation or statements made by the other party or its counsel. No provision in this Settlement Agreement is to be interpreted for or against any of the Parties because that Party or its counsel drafted such provision.

11. This Settlement Agreement and its Exhibits 1 and 2, embody the entire understanding and agreement of the Parties concerning the resolution of all disputes, claims or potential claims between them that arose during their working relationship and as such, it fully supersedes any other oral or written understandings, agreements, representations and warranties between them relating thereto.

12. The terms and conditions contained in this Settlement Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, survivors and personal representatives of each of the Parties.

13. The Parties, and each of them, agree to execute such other documents and take such other immediate action as may reasonably be necessary to accomplish the purpose of this Settlement Agreement.

14. In the event that any condition, covenant or other provision of this Settlement Agreement is held to be invalid or void by any court of competent jurisdiction, it shall be deemed severable from the remainder of this Settlement Agreement and shall in no way affect any other condition, covenant or other provision of this Settlement Agreement. If such condition, covenant or other provision is held to be invalid due to its scope or breadth, it is agreed that it shall be deemed to remain valid to the extent permitted by law.

15. No breach of any provision of this Settlement Agreement shall be deemed waived unless it is waived in writing. Waiver of any one breach shall not be deemed a waiver of any other breach of the same or any other provision of this Settlement Agreement.

16. This Settlement Agreement can only be amended or modified by a written agreement duly executed by all of the Parties.

17. Any corporation signing this Settlement Agreement represents and warrants that such execution is in compliance with any required resolution of its Board of Directors, duly adopted at a meeting of such Board of Directors. Any individual signing this Settlement Agreement on behalf of another individual, a corporation or a partnership represents and warrants that he or she has full authority to do so.

18. This Settlement Agreement shall be governed by and construed and enforced under the laws of the State of [specify state].

19. In the event either party commences any action in a court of law to enforce this Settlement Agreement or obtain damages for the breach of this Settlement Agreement, the prevailing Party shall be entitled to an award of its actual attorneys' fees and costs incurred in such action.

20. This Settlement Agreement may be executed in counterparts, and each counterpart shall be considered an original. This Settlement Agreement shall not be effective in any way as to any of the Parties until fully executed by all parties and until counsel for each of the Parties has been delivered a fully executed counterpart thereof.