ex10-2.htm


    Exhibit
10.2

     

     

    SETTLEMENT
AGREEMENT AND

    MUTUAL
RELEASE

    


    This settlement agreement and mutual
release (this “Agreement” or “Mutual Release”) entered into on July 18, 2008, is
by and between Acies Corporation, a Nevada Corporation, which has an address of
14 Wall Street, Suite 1620, New York, New York 10005 (“Acies”) and Pinnacle
Three Corporation, which has an address of 1445 Windjammer Way, Hollywood,
Florida 33160 (“Pinnacle”), collectively referred to as the
“Parties.”

     

    


    
      	
              1.

            	
              Facts.

            
	 	 	 
	 
      	
              1.1

            	
              Acies
      sold an 8% Convertible Promissory Note to Pinnacle in the amount of
      $450,000 on or about June 5, 2008 (the “Note”) which Note was convertible
      into  shares of Acies common stock at the rate of one share for
      each $0.02 outstanding under the Note, a copy of which Note is attached
      hereto as Exhibit
      A.

            
	 
      	 
      	 
      
	 
      	
              1.2

            	
              Pinnacle
      provided notice to Acies of its intention to convert the Note and accrued
      interest thereon in the amount of $300 into 22,515,000 restricted shares
      of Acies common stock on June 6, 2008 (the “Shares”), which notice is
      attached hereto as Exhibit
      B.

            
	 
      	 
      	 
      
	 
      	
              1.3

            	
              Acies
      failed to deliver the Shares to Pinnacle, as its independent Directors
      were conducting a review of the issues surrounding the sale of the Note,
      and on June 23, 2008, Pinnacle notified Acies of its default in delivering
      such Shares (the “Default”).

            
	 
      	 
      	 
      
	 
      	
              1.4

            	
              Acies
      now desires to issue the Shares to Pinnacle and the Parties wish to enter
      into this Mutual Release to settle any disputes that Pinnacle may have
      regarding the Note, the Shares and the Default (the
      “Disputes”).

            
	 
      	 
      	 
      
	
              2.

            	
              Settlement.

            
	 
      	 
      	 
      
	 
      	
              2.1

            	
              Pinnacle
      agrees that in consideration for Acies (a) issuing the Shares to Pinnacle
      within five (5) business days of the date of this Agreement; and (b)
      agreeing that the Disputes are settled, that Pinnacle agrees to the terms
      and conditions of Section 3.1 below (the “Acies
      Consideration”).

            
	 
      	 
      	 
      
	 
      	
              2.2

            	
              Acies
      agrees that in consideration for Pinnacle (a) waiving any default which
      may have occurred in connection with the issuance of the Shares, including
      but not limited to the Default; (b) agreeing that, assuming the issuance
      of the Shares as provided above, the Note will be satisfied in full, and
      Acies will have no further liability to Pinnacle whatsoever in connection
      with the Note, the interest thereon, the Shares or the Default; and (c)
      agreeing that the Disputes are settled and the Note has been paid in full,
      that Acies agrees to the terms and conditions of Section 3.2 below (the
      “Pinnacle Consideration”).

            


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	 
      	 
      	 
      
	 
      	
              2.3

            	
              Pinnacle
      agrees that it will receive valid consideration from the Acies
      Consideration.

            
	 
      	 
      	 
      
	 
      	
              2.4

            	
              Acies
      agrees that it will receive valid consideration from the Pinnacle
      Consideration.

            
	 
      	 
      	 
      
	
              3.

            	
              Mutual
      Release.

            
	 	 	 
	 
      	
              3.1

            	
              In
      consideration of the agreements and covenants set forth herein above and
      below, the sufficiency of which is hereby acknowledged and confessed,
      Pinnacle, for itself, its officers, its directors, its agents, servants,
      representatives, successors, employees and assigns, to the extent legally allowed, hereby
      covenants and agrees as follows:

            


    

    
      	 	 
      	 
      	 
      
	 	 
      	
              3.1.1

            	
              That
      Pinnacle hereby releases, acquits and forever discharges Acies, its
      current and former agents, officers, directors, servants, attorneys,
      representatives, successors, employees and assigns from any and all
      rights, obligations, claims, demands and causes of action, whether in
      contract, tort, under state and/or federal law, or state and/or federal
      securities regulations, whether asserted or unasserted, whether known or
      unknown, suspected or unsuspected, arising from or relating to the
      Disputes, the Shares, the Default and the Note, for or by reason of any
      matter, cause or thing whatsoever.

            


    

    
      	 
      	 
      	 
      
	 
      	
              3.2

            	
              In
      consideration of the agreements and covenants set forth herein above and
      below, the sufficiency of which is hereby acknowledged and confessed,
      Acies, for itself, its officers, its directors and its agents, servants,
      representatives, successors, attorneys, employees and assigns to the extent legally allowed, hereby
      covenants and agrees as follows:

            


    

    
      	 	 
      	 
      	 
      
	 	 
      	
              3.2.1

            	
              Acies
      hereby releases, acquits and forever discharges Pinnacle, and its agents,
      officers, directors, servants, representatives, attorneys, successors, and
      assigns from any and all rights, obligations, claims, demands and causes
      of action, whether in contract, tort, under state and/or federal law, or
      state and/or federal securities regulations, whether asserted or
      unasserted, whether known or unknown, suspected or unsuspected, arising
      from or relating to the Disputes, the Shares, the Default and the Note,
      for or by reason of any matter, cause or thing
  whatsoever.

            


    

     

    
      	 
      	 
      	 
      
	
              4.

            	
              Representations of
      Pinnacle.

            
	 
      	 
      	 
      
	 
      	
              4.1

            	
              Pinnacle
      recognizes that the Shares have not been registered under the Securities
      Act of 1933, as amended (“Act”), nor under the securities laws of any
      state and, therefore, cannot be resold unless the resale of the Shares are
      registered under the Act or unless an exemption from registration is
      available.  Pinnacle may not sell the
      Shares without registering them under the Act and any applicable state
      securities laws unless
      exemptions from such registration requirements are available with respect
      to any such sale.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
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              4.2

            	
              Pinnacle
      is acquiring the Shares for its own account for long-term investment and
      not with a view toward resale, fractionalization or division, or
      distribution thereof, and it does not presently have any reason to
      anticipate any change in its circumstances, financial or otherwise, or
      particular occasion or event which would necessitate or require the sale
      or distribution of the Shares.

            
	 
      	 
      	 
      
	 
      	
              4.3

            	
              Pinnacle
      acknowledges that it is an “Accredited Investor” because it meets one of
      the following items: is a natural person who has an individual net worth,
      or joint net worth with  that person's spouse of more than
      $1,000,000; or is a natural person who had an individual income in excess
      of $200,000 in each of the two most recent years or joint income with that
      person's spouse in excess of $300,000 in each of those years and has a
      reasonable expectation of reaching the same income level in the current
      year; or is a bank as defined in Section 3(a)(2) of the 1933 Act or any
      savings and loan association or other institution as defined in Section
      3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary
      capacity; or any broker or dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934; or is an insurance company as defined in
      Section 2(13) of the 1933 Act; or is an investment company registered
      under the Investment Company Act of 1940; or a business development
      company as defined in Section 2(a)(48) of the Investment Company Act of
      1940; or is a Small Business Investment Company licensed by the U. S.
      Small Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958; or is an employee benefit plan within the
      meaning of Title I of the Employee Retirement Income Security Act of 1974,
      if the investment decision is made by a "plan fiduciary" (as defined in
      Section 3(21) of such act) which is either a bank, insurance company, or
      registered investment advisor, or if the employee benefit plan has total
      assets in excess of $5,000,000, or, if a self-directive plan, its
      investment decisions are made solely by persons that are accredited
      investors; or is a "private business development company" as defined in
      Section 202(a)(22) of the Investment Advisors Act of 1940; or is an
      organization described in Section 501(c)(3) of the Internal Revenue Code,
      corporation, Massachusetts or similar business trust, or partnership, not
      formed for the specific purpose of acquiring the securities offered, with
      total assets in excess of $5,000,000; or any trust, with total assets in
      excess of $5,000,000, not formed for the specific purpose of acquiring the
      Shares, whose purchase is directed by a sophisticated person as defined in
      the rules and regulations of the 1933 Act; or is an entity in which all of
      the equity owners fall within one of the categories set forth above; or is
      otherwise an Accredited Investor as defined in Section 501 of Regulation D
      as adopted by the Securities and Exchange Commission.

            
	 
      	 
      	 
      
	 
      	
              4.4

            	
              Pinnacle
      has such knowledge and experience in financial and business matters that
      Pinnacle is capable of evaluating the merits and risks of an investment in
      the Shares and of making an informed investment decision, and does not
      require a Purchaser
      Representative
      in evaluating the merits and risks of an investment in the
      Shares.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
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              4.5

            	
              Pinnacle
      recognizes that an investment in the Company is a speculative venture and
      that the total amount of funds tendered to purchase the Shares is placed
      at the risk of the business and may be completely lost.  The
      purchase of Shares as an investment involves special
  risks.

            
	 
      	 
      	 
      
	 
      	
              4.6

            	
              Pinnacle
      realizes that the Shares cannot readily be sold as they will be restricted
      securities and therefore the Shares must not be purchased unless Pinnacle
      has liquid assets sufficient to assure that such purchase will cause no
      undue financial difficulties and Pinnacle can provide for current needs
      and possible personal contingencies.

            
	 
      	 
      	 
      
	 
      	
              4.7

            	
              Pinnacle
      confirms and represents that it is able (i) to bear the economic risk of
      its investment, (ii) to hold the Shares for an indefinite period of time,
      and (iii) to afford a complete loss of its investment.  Pinnacle
      also represents that it has (i) adequate means of providing for its
      current needs and possible personal contingencies, and (ii) has no need
      for liquidity in this particular investment.

            
	 
      	 
      	 
      
	 
      	
              4.8

            	
              Pinnacle
      hereby agrees that the securities being purchased by it and any agreement
      or certificate evidencing such securities shall be stamped or otherwise
      imprinted with a conspicuous legend in substantially the following
      form:

            


    

    


    
      	
              "The
      securities represented by this certificate have not been registered under
      the Securities Act of 1933 or any state securities act.  The
      securities have been acquired for investment and may not be sold,
      transferred, pledged or hypothecated unless (i) they shall have been
      registered under the Securities Act of 1933 and any applicable state
      securities act, or (ii) the corporation shall have been furnished with an
      opinion of counsel, satisfactory to counsel for the corporation, that
      registration is not required under any such
  acts."

            


    

    


    
      	 
      	
              4.9

            	
              Pinnacle
      agrees that due to its purchase of the Shares, Pinnacle will become
      subject to the reporting requirements of Section 16 as well as other
      Sections of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”).  Pinnacle agrees to promptly file with the Securities and
      Exchange Commission any and all Exchange Act filings relating to
      Purchaser’s ownership of the Shares.

            
	 
      	 
      	 
      
	
              5.

            	
              Miscellaneous.

            
	 
      	 
      	 
      
	 
      	
              5.1

            	
              Termination
      of All Previous Agreements.  All
      previous agreements among the Parties, if any, and any and all related
      agreements and obligations are hereby terminated without further rights,
      obligations or liabilities of any Party
  thereunder.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
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              5.2

            	
              No
      Other Cause of Action.  The
      Parties are not aware of any claims not being released herein against
      them.

            
	 
      	 
      	 
      
	 
      	
              5.3

            	
              Capacity
      and Authorization.  The Parties to this Mutual
      Release further represent that they have read it in full before its
      execution and that they fully understand the meaning, operation and effect
      of its terms.  Each individual signing this Mutual Release
      warrants and represents that he or she has the full authority and is duly
      authorized and empowered to execute this Mutual Release on behalf of the
      Party for which he or she signs.

            
	 
      	 
      	 
      
	 
      	
              5.4

            	
              Assignments.  Pinnacle
      represents that it has not assigned, in whole or in part, any claims,
      demands and/or causes of action against Acies to any person or entity
      prior to its execution of this Mutual Release.  Acies represents
      that it has not assigned, in whole or in part, any claim, demand and/or
      causes of action against Pinnacle to any person or entity prior to its
      execution of this Mutual Release.

            
	 
      	 
      	 
      
	 
      	
              5.5

            	
              Binding
      Effect.  This Mutual Release shall be binding on and
      inure to the benefit of the Parties and their respective heirs,
      successors, assigns, directors, officers, agents, employees and personal
      representatives.

            
	 
      	 
      	 
      
	 
      	
              5.6

            	
              Modification.  No
      modification or amendment of this Mutual Release shall be effective unless
      such modification or amendment shall be in writing and signed by all
      Parties hereto.

            
	 
      	 
      	 
      
	 
      	
              5.7

            	
              No
      Admission of Liability.  Each
      Party acknowledges and agrees that this Mutual Release is a compromise of
      disputed claims and neither this Mutual Release, nor any consideration
      provided pursuant to this Mutual Release, shall be taken or construed to
      be an admission or concession by either Pinnacle or Acies of any kind with
      respect to any fact, liability, or fault.

            
	 
      	 
      	 
      
	 
      	
              5.8

            	
              Entire
      Agreement.  This Mutual Release constitutes the
      entire agreement between the Parties pertaining to the subject matter
      hereof and supersedes all prior and contemporaneous agreements,
      understandings, negotiations and discussions, whether oral or written, of
      the Parties in connection with the subject matter
  hereof.

            
	 
      	 
      	 
      
	 
      	
              5.9.

            	
              Interpretation.  The
      interpretation, construction and performance of this Mutual Release shall
      be governed by the laws of the State of Florida.  Whenever used
      herein, the singular number shall include the plural, the plural shall
      include the singular and the use of any gender shall be applicable to all
      genders. The Parties acknowledge that each of them has had the benefit of
      legal counsel of its own choice and has been afforded an opportunity to
      review this Agreement with its legal counsel and that this Agreement shall
      be construed as if jointly drafted by the Parties
  hereto.

            
	 
      	 
      	 
      
	 
      	
              5.10.

            	
              Faxed
      Signatures.  For
      purposes of this Mutual Release a faxed signature shall constitute an
      original signature.

            
	 
      	 
      	 
      
	 
      	
              5.11.

            	
              Execution.  This
      Mutual Release may be executed in several counterparts, each of which
      shall be deemed an original, and such counterparts taken together shall
      constitute but one and the same Mutual Release.  A photocopy of
      this Mutual Release shall be effective as an original for all
      purposes.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, intending
to be legally bound, the Parties hereto have executed this Mutual Release as of
the date first written above.

    


    
      	
              Pinnacle Three
      Corporation

            	
              Acies
      Corporation

            
	 
      	 
      
	 
      	 
      
	
              By:
      /s/ Leon
      Goldstein

            	
              /s/
      Oleg Firer

            
	
              Its:
      President

            	
              Oleg
      Firer

            
	
              Printed
      Name: Leon Goldstein

            	
              Chief
      Executive Officer

            


    

    


    
 

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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