Unassociated Document


     

    Exhibit
      10.8

    

      CONFIDENTIAL        

      


      SETTLEMENT
        AGREEMENT

      


      THIS
        SETTLEMENT AGREEMENT (the "Agreement")
        is dated
        as
        of this 2nd
        day of
        June and effective as of the 31st
        day of
        March, 2008 (the "Effective
        Date")
        by and
        among CX2 TECHNOLOGIES, INC., a Nevada corporation (the "Company"),
        GEOCOMMAND, INC., a Florida corporation ("GEOCommand"),
        MICHAEL RAND, an individual, ALBERT KOENIGSBERG, an individual, and HALODY
        CONSULTING, LLC, a Florida limited liability company ("Halody"),
        and
        PETER KIRSCHNER, an individual ("Kirschner").
        

      


      RECITALS:

      


      A. 
        Halody,
        through its owner Kirschner, provided funding to the Company during a two-year
        period commencing in April 2006.

      


      B. 
        During
        the funding period Halody received convertible debentures from the Company
        (the
        "Debentures"),
        which
        have subsequently been partially converted into a total of 5,280,000 shares
        of
        the Company's common stock (the “Debenture
        Shares”).
        

      


      C. 
        Kirschner
        personally owns 750,000 shares of the Company's common stock (the "Kirschner
        Shares"),
        

      


      D. 
        GEOCommand,
        in its capacity as a consultant providing services to the Company, had
        substantial contact with Halody and Kirschner, and wishes to enter into this
        Agreement to settle any claims among GEOCommand, Halody and
        Kirschner.

      


      E. 
        Halody
        agrees, subject to the terms and conditions of this Agreement, to contribute
        to
        capital the Debentures on the company’s books and records in exchange for the
        Company and GEOCommand making the representations, warranties and covenants
        contained herein.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      AGREEMENT:

      


      ARTICLE
        I

      


      FINANCIAL
        TERMS; RESIGNATION

      


      1.2. 
        Cancellation
        of Debentures. Halody
        shall return the original remaining signed Debentures to the Company for
        immediate cancellation. The parties agree that neither party shall have any
        further obligations under the Debentures subsequent to the Effective Date,
        and
        Halody agrees to contribute to capital the $440,568.02 due under the Debentures.
        

      


      1.3. 
        Return
        of Shares.
        On or
        before the Closing, as defined below, Kirschner shall deliver to the Company
        all
        Company stock certificates in his possession that are not registered in his
        name
        as set forth in Schedule 1.3.

      


      1.4. 
        Return
        of Records. Halody
        and Kirschner agree to return to the Company immediately before execution
        of
        this Agreement all corporate records, documents, contracts, due diligence
        materials, offer letters, agreements, and drafts of any of the foresaid items,
        including but not limited to various securities filings which are in draft
        form.

      


      1.5. 
        Closing.
        The
        closing of the transactions described in this Article I contemplated herein
        (the
        "Closing")
        shall
        occur at the Company's offices, 3700 Airport Road, Suite 410B, Boca Raton,
        Florida 33431 at the earliest practicable date but in no event later than
        June
        2, 2008.

      


      ARTICLE
        II

      


      REPRESENTATIONS
        AND WARRANTIES

      


      With
        respect to Sections 2.1, 2.2, 2.3, 2.5 and 2.6 below, Halody and Kirschner
        hereby jointly and severally represent and warrant to the Company and GEOCommand
        as of the date of this Agreement that, and, solely with respect to Section
        2.4
        below, the Company and Michael Rand and GEOCommand and Albert Koenigsberg
        hereby
        jointly and severally represent and warrant to Halody and Kirschner as of
        the
        date of this Agreement that:

      


      2.1. 
        Debenture,
        Kirschner Shares Free from Claims.
        The
        registered holder of each of the Debenture Shares and Kirschner Shares is
        the
        beneficial owner of each such Share, and all such Shares are duly and validly
        issued and are free and clear from any lien, claim, pledge, charge or
        encumbrance. Other than this Agreement, there are no outstanding subscriptions,
        options, rights, warrants, debentures, instruments, convertible securities
        or
        other agreements or commitments now obligating any registered holder of any
        of
        the Debenture Shares and Kirschner Shares, or if hereafter exercised would
        require any such registered holder, to transfer or surrender any of the
        Debenture Shares or Kirschner Shares.

      


      2.2. 
        Agreement
        Binding. Neither
        the execution, delivery, nor performance of this Agreement by Halody and
        Kirschner will, with or without the giving of notice or the passage of time,
        or
        both, conflict with or result in a default, right to accelerate or loss of
        rights under, or result in the creation of, any lien, charge or encumbrance
        or
        any franchise, mortgage, deed of trust, lease, license, agreement,
        understanding, law, rule or regulation, or any order, judgment or decree
        to
        which Halody or Kirschner is a party or by which Halody or Kirschner may
        be
        bound or affected. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.3. 
        Full
        Settlement. Halody
        and Kirschner agree that upon the Closing of this Agreement, no further
        compensation is due or owing to Halody or Kirschner from the Company or
        GEOCommand or any of their respective officers, directors, accountants, legal
        advisors, or any other agent, whether in the form of cash or non-cash
        compensation, with respect to any relationship between the Company or GEOCommand
        and Halody or Kirschner.

      


      2.4. 
        Full
        Settlement. The
        Company and GEOCommand agree that upon the Closing of this Agreement, no
        further
        compensation is due or owing to the Company or GEOCommand from Halody or
        Kirschner, or any of their respective officers, directors, accountants, legal
        advisors, or any other agent, whether in the form of cash or non-cash
        compensation, with respect to any relationship between the Company or GEOCommand
        and Halody or Kirschner.

      


      2.5. 
        Authority. 
        The
        manager and member(s), as applicable, of Halody have duly authorized the
        execution of this Agreement and the consummation of the transactions
        contemplated herein. Halody and Kirschner each have the full power and authority
        to execute, deliver and perform this Agreement, and this Agreement is a legal,
        valid and binding obligation of both Halody and Kirschner and is enforceable
        in
        accordance with its terms, except as enforceability may be limited by applicable
        bankruptcy, insolvency, and similar statutes affecting creditors’ rights
        generally and judicial limits on equitable remedies.

      


      2.6. 
        General. The
        recitals and agreements in this Agreement are and will be true and accurate,
        and
        have been and will be complied with and performed by both Halody and Kirschner,
        in all material respects, and on or before the Closing Date all related
        documents necessary or advisable to complete the settlement transaction will
        be
        delivered to the Company.

      


      ARTICLE
        III

      


      COVENANTS

      


      3.1. 
        Halody
        and Kirschner Release. Halody,
        Kirschner, and their successors, assigns, affiliates, subsidiaries, divisions,
        present and former managers, members, officers, employees, heirs, executors,
        successors, predecessors, assigns, present and former partners, principals,
        employees, agents, attorneys, and all other persons acting on behalf of the
        aforementioned parties (the "Kirschner
        Parties")
        hereby
        release and forever discharge the Company, GEOCommand and their successors,
        assigns, affiliates, subsidiaries, divisions, present and former officers,
        directors, employees, shareholders, agents, attorneys, and all other persons
        acting on behalf of the aforementioned parties (the "Company
        Parties")
        from
        any and all claims, debts, demands, suits, actions and causes of action of
        whatsoever kind and nature, whether in law or in equity, known or unknown
        that
        Halody, Kirschner, or the Kirschner Parties may now have, at any time prior
        hereto ever had, or hereafter may have or could assert against the Company,
        GEOCommand or the Company Parties for, upon or by reason of any matter, cause
        or
        thing whatsoever arising out of, set forth in, or connected with Halody and
        Kirschner, and the Debentures, the Debentures Shares and the Kirschner Shares.
        Halody and Kirschner acknowledge and agree that they do not claim or have
        any
        interest in any patents, copyrights or any other intellectual property rights
        relating to the Company's products, marketing materials, documentation or
        other
        assets, and that any such rights have vested in the Company as works for
        hire to
        the extent permitted by applicable law or have been assigned to the Company.
        

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
        Company, GEOCommand and the Company Parties hereby release and forever discharge
        Halody, Kirschner and the Kirschner Parties from any and all claims, debts,
        demands, suits, actions and causes of action of whatsoever kind and nature,
        whether in law or in equity, known or unknown that the Company, or the Companies
        Parties may now have, at any time prior hereto ever had, or hereafter may
        have
        or could assert against the Kirschner Parties for, upon or by reason of any
        matter, cause or thing whatsoever arising out of, set forth in, or connected
        with the Company. The Company Parties acknowledge and agree that they do
        not
        claim or have any interest in any shares owned by Halody or Kirschner.


      


      3.2. 
        No
        Release of Obligations Contained in this Agreement. The
        Company, GEOCommand, Halody and Kirschner hereby each acknowledge and agree
        that
        nothing contained in this Agreement shall release or discharge any of them
        from
        rights, duties and obligations contained in or assumed under this
        Agreement.

      


      3.3. 
        Covenant
        Not to Sue. Halody,
        Kirschner and the Kirschner Parties hereby agree and covenant not to sue
        the
        Company, GEOCommand or the Company Parties for any and all claims,
        counterclaims, crossclaims, set-offs, debts, actions for contribution or
        indemnity, demands or any action whatsoever, in law or in equity, which Halody
        or Kirschner may now have, at any time prior hereto ever had or hereafter
        may
        have or could assert against the Company, GEOCommand or the Company Parties
        for,
        upon or by reason of any matter, cause or thing whatsoever arising out of,
        set
        forth in or connected with Halody and Kirschner or any dealings between the
        Company, GEOCommand or the Company Parties and Halody, Kirschner or the
        Kirschner Parties. 

      


      The
        Company, GEOCommand and the Company Parties hereby agree and covenant not
        to sue
        Halody, Kirschner or the Kirschner Parties for any and all claims,
        counterclaims, crossclaims, set-offs, debts, actions for contribution or
        indemnity, demands or any action whatsoever, in law or in equity, which the
        Companies Parties may now have, at any time prior hereto ever had or hereafter
        may have or could assert against Halody, Kirschner or the Kirschner Parties
        for,
        upon or by reason of any matter, cause or thing whatsoever arising out of,
        set
        forth in or connected with the Company or any dealings between Halody, Kirschner
        or the Kirschner Parties and the Company, GEOCommand or the Company
        Parties.

      


      3.4. 
        Confidentiality;
        Non-Solicitation. Halody
        and Kirschner each acknowledge and agree that, as partial consideration for
        this
        Agreement and the settlement transaction contemplated herein, they be subject
        to
        the following covenants following execution of this Agreement:

      


      (a) 
        Confidential
        Information.  Halody
        and Kirschner acknowledge that they have had access to trade secrets and
        confidential business information of the Company and that any such trade
        secret
        or confidential information, regardless of whether Halody or Kirschner alone
        or
        with others developed any such trade secret or confidential information,
        shall
        be and shall remain the property of the Company. After the Effective Date,
        Halody and Kirschner shall not, either voluntarily or involuntarily, on either
        their own account, as a member of a firm, or on behalf of another employer
        or
        otherwise, directly or indirectly use or reveal to any person, partnership,
        corporation or association any trade secret or confidential information of
        the
        Company, its parents, subsidiaries, or affiliates. Such trade secrets shall
        include, but shall not be limited to, business plans, marketing plans or
        programs, financial information, forecasts, compensation arrangements, contracts
        (whether leases, financing arrangements, or other contracts) customer lists,
        and
        business opportunities. The term "trade secrets" shall not include information
        generally available to the public or a governmental agency except such term
        "trade secrets" shall include information provided to the Securities and
        Exchange Commission or other governmental agency on a confidential basis.
        Halody
        and Kirschner will not make available to any person, partnership, limited
        liability company, corporation or association, or retain after termination
        of
        consulting services, any Company policy manuals, contracts or other written
        materials.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b) 
        Non-Disparagement.
        So long
        as either Halody or Kirschner own any equity interest in the Company, and
        for a
        period of twelve (12) months following the date on which Halody and Kirschner
        cease to own any equity interest in the Company, Halody, Kirschner and their
        affiliates (including Kirschner's representatives, agents, attorneys,
        dependents, spouse, administrators, executors, heirs, assigns, predecessors
        and
        successors-in-interest and including Halody's officers, managers, members,
        employees, representatives, agents, attorneys, subsidiaries, parents, divisions,
        predecessors and successors-in-interest) shall not provide oral or written
        information or disparage or in any manner cause harmful remarks or comments
        to
        be disseminated to any third parties regarding the business, aptitude, skills,
        practices, procedures, operations, methods, or any other subject which may
        have
        a detrimental impact on the future business prospects or extant business
        relationships of the Company, GEOCommand, or any officers or directors of
        the
        Company or GEOCommand, except as required by law if called as a witness in
        any
        court proceedings. 

      


      For
        a
        period of seven years from the date of this Agreement, the Company, GEOCommand,
        Michael Rand and Albert Koenigsberg and their affiliates, including any
        representatives, agents, attorneys, dependents, spouses, administrators,
        executors, heirs, assigns, predecessors and successors-in-interest and including
        any and all officers, directors, managers, members, employees, representatives,
        agents, attorneys, subsidiaries, parents, divisions, predecessors and
        successors-in-interest, shall not provide oral or written information or
        disparage or in any manner cause harmful remarks or comments to be disseminated
        to any third parties regarding the business, aptitude, skills, practices,
        procedures, operations, methods, or any other subject which may have a
        detrimental impact on the future business prospects or extant business
        relationships of Halody and Kirschner, or any officers or directors of Halody
        or
        Kirschner, except as required by law. 

       

      (c) 
        Non-Solicitation. Halody
        and Kirschner will not, during the one (1) year period following the Effective
        Date for any reason, directly or indirectly solicit for employment, or employ
        any person who, at the time of such solicitation or employment, is employed
        by
        the Company, GEOCommand or their affiliates or was employed by the Company,
        GEOCommand or their affiliates during the twelve (12) month period prior
        to the
        solicitation or employment or induce or attempt to induce any person to
        terminate his or her employment with the Company, GEOCommand or their
        affiliates.

      


      (d) 
        Injunctive
        Relief.  Halody
        and Kirschner acknowledge that the restrictions contained in this
        Section 3.4 are a reasonable and necessary protection of the immediate
        interests of the Company and GEOCommand and that any violation of these
        restrictions would cause substantial injury to the Company and GEOCommand.
        In
        the event of a breach or threatened breach by Halody or Kirschner of these
        restrictions, each of the Company and GEOCommand shall be entitled to apply
        to
        any court of competent jurisdiction for an injunction restraining Halody
        and/or
        Kirschner, as appropriate, from such breach or threatened breach; provided,
        however,
        that the
        right to apply for an injunction shall not be construed as prohibiting the
        Company or GEOCommand from pursuing any other available remedies for such
        breach
        or threatened breach.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
        Company and GEOCommand acknowledge that the restrictions contained in this
        Section 3.4 are a reasonable and necessary protection of the immediate interests
        of Halody and Kirschner and that any violation of these restrictions would
        cause
        substantial injury to Halody and Kirschner. In the event of a breach or
        threatened breach by the Company and GEOCommand of these restrictions, each
        of
        Halody and Kirschner shall be entitled to apply to any court of competent
        jurisdiction for an injunction restraining the Company and GEOCommand, as
        appropriate, from such breach or threatened breach; provided,
        however,
        that the
        right to apply for an injunction shall not be construed as prohibiting Halody
        and Kirschner from pursuing any other available remedies for such breach
        or
        threatened breach.

       

      3.5. 
        Release
        Not Applicable to Future Services. Notwithstanding
        any language to the contrary contained herein, in the event that the parties
        engage in future contracts for services, any and all claims, debts, demands,
        suits, actions, and courses of action arising from such services, occurring
        after the execution date shall not be released and discharged by Sections
        3.1 or
        3.2 of this Agreement.

      


      ARTICLE
        IV

      


      MISCELLANEOUS

      


      4.1. 
        Confidentiality.
        Halody
        and Kirschner as well as the Company, GEOCommand, its officers and directors
        will not discuss or disclose this Agreement or any of its terms with or to
        any
        unaffiliated person or entity not signing this Agreement, except as required
        by
        law, and will not voluntarily cooperate or aid any claimant adverse to the
        Company or GEOCommand, and to Halody and Kirschner respectively. Halody and
        Kirschner may disclose the terms of this agreement only with their legal
        and
        financial advisors.

      


      4.2 
        Effectiveness.
        Halody
        and Kirschner acknowledge that they have freely, knowingly and voluntarily
        entered into this Agreement. Notwithstanding any provision in the Debentures
        to
        the contrary, this Agreement sets forth in full all remaining terms of any
        obligation between the parties and the terms of the Debentures shall be rendered
        null and void as of the execution of this Agreement. 

      


      4.3. 
        Separate
        Counsel. The
        parties stipulate and agree that, in entering into this Agreement, they have
        relied upon the advice and representation of counsel and other advisors selected
        by them, the Company and GEOCommand having urged Halody and Kirschner to
        rely on
        separate counsel chosen by them. Halody and Kirschner particularly stipulate
        and
        agree that they were afforded time within which to consider the terms of
        this
        Agreement, with their legal counsel if they so chose, and that they and their
        counsel and advisors have not received and are not relying on any
        representations or warranty from any person or entity retained or employed
        by
        the Company or GEOCommand in connection with Halody and Kirschner's entry
        into
        this Agreement. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.4. 
        Waiver
        of Breach or Default. No
        waiver
        of any breach or default hereunder shall be considered valid unless in writing
        and signed by the party giving such waiver, and no such waiver shall be deemed
        a
        waiver of any subsequent breach or default of the same or similar
        nature.

      


      4.5. 
        Successors
        and Assigns. This
        Agreement shall be binding upon and inure to the benefit of each party hereto
        and its successors and assigns.

      


      4.6. 
        Paragraph
        Headings. The
        paragraph headings contained herein are for the purposes of convenience only
        and
        are not intended to define or limit the contents of said
        paragraphs.

      


      4.7. 
        Counterparts.
        This
        Agreement may be executed in one or more counterparts, all of which taken
        together shall be deemed one original.

      


      4.8. 
        Applicable
        Law. This
        Agreement and all amendments thereof shall be governed by and construed in
        accordance with the laws of the State of Florida applicable to contracts
        made
        and to be performed therein and the parties herein are subject to the personal
        jurisdiction of the courts in and for the State of Florida, with venue to
        lie in
        Palm Beach County.

      


      4.9. 
        Severability.
        Wherever
        there is any conflict between any provisions of this Agreement and any statute,
        law, regulation or judicial precedent, the latter shall prevail, but in such
        event the provisions of this Agreement thus affected shall be curtailed and
        limited only to the extent necessary to bring it within the requirement of
        the
        law. In the event that any part, section, paragraph or clause of this Agreement
        shall be held by a court of proper jurisdiction to be invalid or unenforceable,
        the entire Agreement shall not fail on account thereof, but the balance of
        the
        Agreement shall continue in full force and effect unless such construction
        would
        clearly be contrary to the intention of the parties or would result in
        unconscionable injustice.

      


      4.10. 
        Litigation.
        In the
        event of any litigation between the parties arising out of this Agreement,
        the
        prevailing party shall be entitled to recover its court costs and reasonable
        attorneys' fees. 

      


      4.11. 
        Entire
        Agreement and Modification. This
        Agreement represents the entire agreement by, between and among any of the
        parties and may be modified only by a duly authorized writing, executed by
        the
        parties or their respective heirs, successors or assigns.

      


      [Signature
        Page Follows]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
      

       

      
        	 	 	 
	 	Company:
	 	 
	 	CX2 TECHNOLOGIES, INC., a Nevada
                corporation
	 
 	 
 	 
 
	 	By:  	/s/
                Michael Rand 
	 	
                
Michael
                Rand, CEO
	 	 
	 	Date:
                6/2/08


      

       

      
        	 	 	 
	 	GEOCommand:
	 	 
	 	GEOCOMMAND,
                INC., a Florida corporation
	 
 	 
 	 
 
	 	By:  	/s/
                Albert Koenigsberg 
	 	
                
Albert
                Koenigsberg,
	 	 
	 	Date:
                6/2/08


      

       

      
        	 	 	 
	 	Rand:
	 
 	 
 	 
 
	 	        	/s/
                Michael Rand 
	 	
                
Michael
                Rand
	 	 
	 	Date:
                6/2/08


         

        
          	 	 	 
	 	Koenigsberg:
	 
 	 
 	 
 
	 	        	/s/
                  Albert Koenigsberg 
	 	
                  
Albert
                  Koenigsberg
	 	 
	 	Date:
                  6/2/08


           

          
            	 	 	 
	 	Halody:
	 	 
	 	HALODY
                    CONSULTING, LLC, a Florida limited liability company
	 
 	 
 	 
 
	 	By:  	/s/
                    Peter Kirschner
	 	
                    
Peter
                    Kirschner,
	 	 
	 	Date:
                    6/2/08


          

           

          
            	 	 	 
	 	Kirschner:
	 
 	 
 	 
 
	 	        	/s/
                    Peter Kirschner 
	 	
                    
Peter
                    Kirschner
	 	 
	 	Date:
                    6/2/08