Release and Settlement Agreement - Hadaway



 Exhibit 10.1 
  
 RELEASE AND SETTLEMENT AGREEMENT 
  
 THIS RELEASE AND SETTLEMENT AGREEMENT (“Agreement”) is made as of April 22, 2004 between AMERICAN ACCESS TECHNOLOGIES, INC., a Florida
corporation (the “Corporation”), and WILLIAM J. HADAWAY, an individual (“Hadaway”). 
  
 WHEREAS, the Company has developed specialized products for the telecommunications industry; and 
  
 WHEREAS, Hadaway had been in the service of the Company as a Director; and

  
 WHEREAS, a dispute has arisen between Hadaway and the Company
concerning the issuance, exercise and termination of certain options and/or warrants to purchase Company common stock; and 
  
 WHEREAS, the Company and Hadaway have agreed to resolve their dispute as set forth herein. 
  
 NOW, THEREFORE, in consideration of the premises and the covenants herein set forth, it is agreed as follows: 
  
 1. Agreements concerning Stock Options and Warrants. Hadaway currently
owns 30,000 $2.25 Stock Purchase Warrants of the Company’s Common Stock (the “Outstanding Warrants”). The Outstanding Warrants are hereby declared to be null and void and Hadaway hereby agrees to return the certificate representing
such Outstanding Warrants to the Company. Hadaway agrees that any other Stock Options or Warrants granted to Hadaway have expired. 
  
 2. Release. Hadaway shall and does hereby irrevocably and unconditionally release, acquit and forever discharge the Company and its parent
corporation, subsidiaries, divisions, predecessors, successors and assigns, as well as each of their past and present officers, directors, employees, shareholders, trustees, joint venturers, partners, and anyone claiming through them (hereinafter
the “Releasees”) in each Releasee’s individual and/or corporate capacities, from any and all claims, liabilities, promises, actions, damages and the like, known or unknown, at law or in equity, which Hadaway now has, has ever had, or
may ever have against any of the Releasees arising or in any way connected to the Company including, but not limited to any claims arising out of the issuance, exercise or termination of 







 any stock options or warrants. However, the obligations of the Company set forth herein shall be excluded from this
release. 
  
 3. Consideration to Hadaway. Upon receipt of
the certificate representing the Outstanding Warrants, the Company shall issue and deliver to Hadaway $17,000 worth of the Company’s Common Stock based on the closing price of such stock on the NASDAQ stock market on the date of this Agreement.
Such shares will be restricted until registered for sale by Hadaway pursuant to a registration statement filed under the Securities Act of 1933. The Company will use its best efforts to file such registration with the Securities and Exchange
Commission within one week of the date of this Agreement. Upon the effective date of such registration statement, the Company will notify its transfer agent to promptly register any transfer of such shares without restrictive legend upon receipt of
confirmation from Hadaway that the shares were sold under such registration statement. 
  
 4. Courtesy. Each of the parties agrees to refrain from interfering in any way with the other’s business or personal activities, or business relationships now or in the future. None of the parties shall
disparage the other party hereto or any business activities undertaken by any party or affiliate of a party. 
  
 5. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assignees of the
Company. 
  
 6. All terms of the settlement between the parties to
this Release and Settlement Agreement are contained herein. This Release and Settlement Agreement replaces, eliminates, and supersedes all previous and contemporaneous oral and written discussions, statements, and agreements. There are no separate
oral, written, or collateral agreements and this Release and Settlement Agreement may not be amended except in a written instrument signed by all of the parties. 
  
 7. Other. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed
to be an original and all of which shall constitute the same instrument, but only one of which need be produced. 
  
 This Agreement may be executed by fax. Any signature page delivered by a fax machine or facsimile copy machine shall be binding to the same extent as an
original signature page, with regard to 
  

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 any agreement subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page by fax
agrees to later deliver an original counterpart to any party which requests it. 
  
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. 
  

			
	AMERICAN ACCESS TECHNOLOGIES, INC.
		
	By:	 	/s/    JOHN E. PRESLEY
	 	 	 JOHN E. PRESLEY
 President
 American Access Technologies, Inc.

		
	By:	 	/s/    WILLIAM J. HADAWAY
	 	 	WILLIAM J. HADAWAY

  

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