SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (the " Agreement" ) is dated as of April 30, 2005 and is made by and between, Marks Paneth & Shron, LLP (" MPS" ) and 360 Global Company, Inc. (formerly known as Knightsbridge Fine Wines, Inc. and referred to herein as " 360" )
WHEREAS , MPS was formerly engaged as the independent auditor of 360 from June 5, 2003 until August 20, 2004;
WHEREAS, MPS has submitted invoices for past services to 360 in the amount of $274,931 for professional services rendered to 360 in its role as independent auditor since June 5, 2003;
WHEREAS , 360 has disputed certain elements of MPS' s invoices, including the total amount claimed by MPS as due and payable;
WHEREAS , in order to avoid further expense, costs, and time to litigate the dispute between the parties, the MPS and 360 have reached a full and final settlement of all disputes between MPS and 360; and
NOW, THEREFORE , in consideration of the mutual conditions and covenants contained in this Agreement, and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, it is hereby stipulated, consented to and agreed by and between MPS and 360 as follows:
1.
360 shall pay MPS the total sum of One Hundred and Fifty Thousand Dollars ($150,000) following receipt of the executed copy of this agreement by 360, as follows:
(i)
Twenty Thousand Dollars ($20,000) (the " Down Payment" ) immediately upon execution of this Agreement;
1
(ii)
The balance of One Hundred and Thirty Thousand Dollars ($130,000) in accordance with the terms of that certain secured promissory note (the " Note" ) attached hereto as Exhibit A, an executed copy of which shall be delivered with the Down Payment set forth above.
Such payment (the Down Payment and the Note are referred to herein collectively as the " Settlement Payment" ) to be made by check payable to " Hofheimer Gartlir & Gross, LLP, as Attorney for Marks Paneth & Shron, LLP" and, together with the executed original of this Agreement and the Note, sent to Gerald H. Morganstern, Hofheimer Gartlir & Gross, LLP, 530 5th Avenue, 9th Floor, New York, New York, 10036.
2.
(a)
Upon receipt of the Settlement Payment, MPS for itself, its successors, assigns, agents, employees, former employees, and attorneys hereby releases, acquits and forever discharges 360, their agents, attorneys, employees or former employees and successors. This release is a general release and, except for claims for breach of this Agreement or the Note, covers all claims, which were or could have been brought by MPS against 360, including any and all statutory and tort based claims.
(b)
Upon receipt of the Settlement Payment, MPS shall render its (i) consent to 360 for the use of the financial statements for the fiscal year ended December 31, 2003, as audited by MPS, including but not limited to its audit opinion rendered pursuant to such audit, for use 360' s filings required by the Securities Act of 1933, the Securities Exchange of 1934 and any filings required by any exchange or market on which its common stock is listed or traded; and (ii) turn over any work papers or other documents reasonably requested by 360' s current independent auditors, necessary for completion of 360' s Form 10-KSB for the fiscal year ended
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December 31, 2004. The requirements of section 2(b)(ii) shall be continuing so long as 360 is not in default on its obligations under this Agreement or the Note.
3.
Upon receipt of the consent of MPS referenced in section 2(b)(i), 360 for itself, its successors, assigns, ...
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