ex103.htm


    Exhibit 10.3

     

    SETTLEMENT AGREEMENT AND
MUTUAL GENERAL RELEASE

    


    


    This
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (hereinafter referred to as the
“Agreement”) is made and entered into by Goldrange Trading Ltd. (“Claimant”) and
Global Roaming Distribution, Inc. (“GRDB”), (collectively “Parties”) for the
following purpose and with reference to the following facts:

    


    A.           “Releasee”
is defined herein as GRDB and includes Global Roaming, Inc., an affiliate of
GRDB as of the execution of this Agreement.

    


    B.           The
Parties hereto are involved in a dispute concerning the purchase of SIM cards as
evidenced by the invoice attached hereto as Exhibit
A (“Purchase Order”).  Wherein, Claimant alleges that the
Releasee failed to deliver on time and completely the SIM cards paid for in the
amount of $450,000.

    


    C.           Releasee
has delivered to Claimant 554 SIM cards with a total value of
$55,400.

    


    D.           Releasee
has informed Claimant that it is not able to deliver the balance of the order as
a result of Releasee’s financial condition.

    


    E.           Releasee
has offered to provide Claimant a refund of $394,600 in the form of a
convertible promissory note in substantially the same form as attached hereto as
Exhibit
B (“Note”).

    


    F.           With
this Agreement, the parties and each of them intend to release and discharge
each other, collectively and individually, of and from any and all rights,
duties, obligations, claims, demands, causes of action, damages, loss, costs,
attorneys’ fees and expenses of any kind or nature whatsoever, known or unknown,
which the parties, and each of them, have against any or all of each other by
reason of the Purchase Order, as well as any and all matters known, unknown or
discoverable at the time of this Agreement.  This Agreement is
intended to mutually discharge Claimant and Releasee from any liability, known
or unknown, relating to, arising out of, associated with and/or in any manner
connected with the Purchase Order pursuant to the full and timely performance of
the following terms and conditions in the manner prescribed herein.

    


    NOW
THEREFORE, for good and valuable consideration, including the general release
described and contained below, and the compromise, settlement of all claims
asserted by the parties to this Agreement each hereby agrees as
follows:

    


    
      	
              1.  

            	
              Releasee
      represents and warrants that each of the 2,500 SIM cards paid for by
      Claimant on the Purchase Order carried an airtime of $100, and that of the
      2500 SIM cards, 554 SIM cards have been delivered.  Immediately
      prior to the execution of this Agreement, the balance of the Purchase
      Order included 1,996 SIM cards and related services for all 2,500 SIM
      Cards that were not delivered.

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              2.  

            	
              As consideration and payment in
      full and complete settlement of all claims, actions, causes of
      action, demands, rights, damages, costs, loss of service, expenses,
      compensation, charges, demands, and/or obligations whatsoever that
      Claimant has or may have as to Releasee, arising out of the Purchase
      Order, Releasee shall deliver to Claimant the
  Note.

            


    

    


    
      	
              3.  

            	
              In
      consideration of, and upon receipt of the Note, and for other valuable
      consideration, the Parties shall forego any rights they have or may have
      against each other now and in the
future.

            


    

    


    
      	
              4.  

            	
              Each
      party shall bear its own attorney’s fees and
  costs.

            


    

    


    
      	
              5.  

            	
              This
      Agreement shall not be construed in any way as an admission by any party
      of any unlawful or wrongful acts against, or other liability whatsoever to
      each other or any other person.  All parties specifically
      disclaim any liability to, or wrongful acts against each other or any
      other person on the part of themselves, their agents, representatives or
      successors-in-interest and assigns.

            


    

    


    
      	
              6.  

            	
              Except
      as set forth herein, each party to this Agreement does hereby, for
      themselves and for their heirs, successors, assigns, legal or other
      representatives, executors, agents, attorneys, administrators,
      successors-in-interest, irrevocably and unconditionally release, acquit
      and forever discharge each other, their heirs, legal or other
      representatives, executors, agents attorneys, administrators,
      successors-in-interest, employees, owners and assigns, and each of them,
      from any and all administrative claims, lawsuits, claims, actions, demands
      or other legal responsibilities of any kind which they may have based on
      or arising out of the Purchase
Order.

            


    

    


    Without
in any way limiting the generality of the foregoing language, this release shall
include all claims arising out of the Purchase Order, or the incidents leading
to this dispute, or any occurrences, acts, omissions, transactions or policies,
which were or could have been asserted hereunder, and other federal or state
common law or any other federal, state or local statute, law, regulation or
ordinance pursuant to said claims.  In addition, each party also
waives any right to recover any relief as a result of any such proceeding, any
administrative proceeding, or any proceeding initiated on their
behalf.  The parties acknowledge and agree that this release is an
essential and material term of this Agreement and without such release no
settlement would have been reached by the parties.

    


    
      	
              7.  

            	
              For
      the purpose of implementing a full and complete release and discharge of
      each party, the parties expressly acknowledge that this Agreement is also
      intended to include in its effect, without limitation, all presently
      existing claims which they do not know or suspect to exist in their favor
      at the time of the execution hereof, and that this Agreement contemplates
      the extinguishment of any such claim or claims arising out of the Purchase
      Order.  In this connection, the parties expressly waive and
      relinquish all rights and benefits to claims which the creditor does not
      know or suspect to exist in his or her favor at the time of executing the
      release, which if known by him or her must have materially affected his or
      her settlement with the debtor.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              8.  

            	
              The
      parties warrant that they have not assigned to any other person or entity
      the claims which may be the subject of a complaint or this
      Agreement.

            


    

    


    
      	
              9.  

            	
              In
      the event of any claim, counter-claim, action or litigation involving the
      parties to this Agreement to enforce any provision of this Agreement, to
      enforce any remedy available upon default under this Agreement, or to seek
      a declaration of the rights of that party under this Agreement, the
      prevailing party shall be entitled to recover from the other such party
      its attorney’s fees and costs as may be reasonably incurred, including the
      costs of reasonable investigation, preparation and professional or expert
      consultation incurred by reason of such
  litigation.

            


    

    


    
      	
              10.  

            	
              No
      waiver by any party of any breach of any term or provision of this
      Agreement shall be construed to be, nor be a waiver of any proceeding,
      concurrent or succeeding breach of the same, or any other term or
      provision thereof.  No waiver shall be binding unless in writing
      and signed by an authorized representative of party against whom the
      waiver would be asserted.

            


    

    


    
      	
              11.  

            	
              Should
      any part of this Agreement be declared invalid, void or unenforceable, all
      remaining parts shall remain in full force and effect and shall in no way
      be invalidated or affected.

            


    

    


    
      	
              12.  

            	
              Each
      party hereto shall be responsible for any tax liability incurred by that
      party as a result of this Agreement, if
any.

            


    

    


    
      	
              13.  

            	
              This
      Agreement contains the entire agreement of the parties regarding the
      subject matter of this Agreement.  Any prior agreements,
      promises, negotiations, expressly set forth in this Agreement, whether by
      additions, deletions, waivers, amendments or modifications, may only be
      made in writing, signed by the
parties.

            


    

    


    
      	
              14.  

            	
              This
      Agreement can be modified only by a writing signed by all of the
      parties.

            


    

    


    
      	
              15.  

            	
              Each
      of the parties hereto has been involved in the negotiation, drafting,
      review and execution of this Agreement; and each has had the opportunity
      to receive independent legal advice from an attorney or attorneys of its
      choice with respect to the advisability of making and executing this
      Agreement.  In the event of any dispute or controversy regarding
      this Agreement, the parties hereto shall be considered to be the joint
      authors of this Agreement and no provision shall be interpreted against a
      party hereto because of authorship.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              16.  

            	
              This
      Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and
      the same instrument and if an original signature is affixed by a Party to
      a counterpart of this Agreement, and a facsimile of such originally
      executed counterpart signature is thereafter telecopied to a Party or
      Parties attorney of record, the telecopied facsimile shall be afforded the
      same validity as the originally executed
  counterpart.

            


    

    


    
      	
              17.  

            	
              The
      Parties represent and warrant that they have not filed, and agree that
      they will not file, any complaint, claim, demand, or grievance regarding
      the subject matter of this Agreement, or institute any other proceedings,
      including but not limited to an action for malicious prosecution, against
      any other party to this Agreement and the persons and entities released,
      their employees, officers, shareholders, insurers, brokers, agents,
      principals or attorneys in connection with the allegations released,
      including but not limited to any civil or administrative actions or claims
      with any professional organization, governmental agency, private entity
      and/or any other Federal, State or Local governmental
      authority.

            


    

    


    This
Agreement is made and entered into in the State of New York and shall be in all
respects be interpreted, enforced, and governed by New York law excepting
conflict of laws provisions.  By signing this Agreement, the Parties
select New York County, New York, as the proper and sole venue for any action
filed to enforce, construe, or interpret this Agreement.

    


    PLEASE
READ CAREFULLY: This Settlement Agreement and General Release includes a release
of all known and unknown claims.

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Settlement Agreement and Mutual General
Release.

     

    
      
        	 	GLOBAL
      ROAMING DISTRIBUTION, INC.	 
	 	 	 	 
	
                Dated:
      November 25, 2008   

              	
                By:
      

              	/s/ Yakov
      Sarousi 	 
	 	 	Name:
      Yakov Sarousi	 
	 	 	Title:  CEO	 
	 	 	 	 


      

    

     

    
      
        	 	GOLDRANGE
      TRADING LTD.	 
	 	 	 	 
	
                Dated:
      November 25, 2008 

              	
                By:
      

              	/s/ M.
      Gold 	 
	 	 	Name:
      M. Gold	 
	 	 	Title:  Director	 
	 	 	 	 


      

    

     

    


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    


    EXHIBIT
A

    INVOICE

     

    


     

    
      	 
      	
              BILL
      TO

            	 
      	
              SHIP
      TO

            	
              Goldrange
      Trading Ltd.

              5
      Cranwich Road N6

              London,
      England

               

               

               

            	
              Invoice
      #

            	
              100
      CTD

            
	
              Invoice
      Date

            	
              004/2008

            
	
              Contract
      #

            	
              CTD001

            
	 
      
	
              Date

            	
              Your
      Order #

            	
              Our
      Order #

            	
              Sales
      Rep.

            	
              COTR

            	
              Ship
      Via

            	
              Terms

            	
              payment
      by:

            
	
              04/08

            	
              100CTD

            	
              10001

            	
              LSH

            	 
      	 
      	
              Pre-paid

            	
              wire

            
	 
      
	
              Qty

            	
              Item

            	 
      	
              Description

            	 
      	
              Taxable

            	
              Unit
      Price

            	
              Total

            
	
              1

            	 
      	 
      	
              Reseller
      WEB SITE

            	 
      	 
      	
              $50,000

            	
              $50,000

            
	
              2500

            	
              CelTrek
      SIMs

            	 
      	
              World
      wide SIM Card

            	 
      	 
      	
              20.00

            	
              $50,000

            
	 
      	
               Hosting

            	 
      	
              Web
      Site Hosting service 1 year

            	 
      	 
      	
              10,000

            	
              $10,000

            
	 
      	
              Airtime

            	 
      	
              $100
      applied to each SIM

            	 
      	 
      	
              $100

            	
              $250,000

            
	
              2500

            	
              DID

            	 
      	
              Phone
      number per SIM $2 each/6 months

            	 
      	 
      	
              $12

            	
              $30,000

            
	 
      	
              Customer
      Support

            	 
      	
              $2.50
      per SIM per month for 12 months

            	 
      	 
      	
              $5000
      month

            	
              $60,000

            
	
              Payable  by
      credit card by Electronic Funds Transfer to:

               

              CelTrek
      Global Roaming, Inc.

              Routing
      Number:  121000248

              Account
      Number:  3725151108

              Wells
      Fargo Bank

              2959
      College Ave.

              Berkeley,
      CA  94705

              510
      649 3620

               

              CelTrek
      offices:

              20801
      Biscayne Blvd.  #101 Miami
      FL  33180   305 249 3121

               

               

            	
              Subtotal

            	
              $450,000

            
	
              Tax

            	
              0

            
	
              Shipping
      and Handling

            	 
      
	
              Miscellaneous

            	 
      
	
              Balance
      due in full before shipment

            	
              $450,000

               

            


    

    
      	 
      


    

    
      	 
      


    

    


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


     

    


    EXHIBIT
B

    CONVERTIBLE
NOTE

    


    


    Please
refer to Exhibit 10.4 of this Form 10-Q.

     

     

     

     

     

     

     

     

     

    6