**Exhibit10.15**

** **

**SETTLEMENTAGREEMENT**

 

                                ThisSettlement Agreement is entered into and effective as of the 31stday of December, 2005, by and among Apogee Technology, Inc., a Massachusettscorporation (“Apogee”) and National Hybrid, Inc., a New York corporation(“National”).

 

                                WHEREAS,on or about November 3, 2004, Apogee filed a Complaint in the United StatesDistrict Court for the Eastern District of New York (the “Court”), entitled ApogeeTechnology, Inc. v. National Hybrid, Inc., Civil Action No. 04 CV 4764 (AS)(ETB) (the “Action”) seeking, interalia, injunctive anddeclaratory relief and damages with respect to certain intellectual propertyand the physical manifestations thereof previously owned by Standard MEMS,Inc., a Delaware corporation (“SMI”) and alleged to have been assigned toApogee’s assignor, Glenn Fricano (“Fricano”), by Kavlico Corporation(“Kavlico”), as the holder of a blanket security interest in the assets of SMI,in accordance with a certain Release of Rights Agreement dated March 31, 2004(the “SMI Intellectual Property”);

 

                                WHEREAS,National denied the material allegations of the Complaint and assertedCounterclaims against Apogee in the Action seeking, interalia,declaratory relief and money damages with respect to the Intellectual propertyalleging it is the rightful owner of the assets of SMI, including the SMIIntellectual Property, in accordance with a certain Equipment Sale and HoldHarmless Agreement between National and Kavlico, dated December 23, 2003;

 

                                WHEREAS,National filed and served a Third Party Complaint upon Kavlico seeking, interalia, money damages and indemnification from Kavlico;

 

                                WHEREAS,National and Apogee have agreed to settle their disputes without resort tofurther litigation, and National has agreed to release all its claims againstKavlico set forth in the Third Party Complaint, on the following terms andconditions.

 

                                NOW, THEREFORE, in consideration ofthe foregoing promises and the mutual covenants and obligations containedherein, the parties hereto agree as follows:

 

1.             Subject to the provisions of paragraphs 3, 4 and 5hereof, National: (a) withdraws any claim to the SMI Intellectual Property, (b)will not dispute any right, title and interest of Apogee, if any, to the SMIIntellectual Property, (c) assigns to Apogee, without representation orwarranty, all of its right, title and interest, if any, in the SMI IntellectualProperty, and (d) represents and warrants to Apogee that National has notpreviously made an assignment of, or encumbered, the SMI Intellectual Propertyor any interest therein.

 

2.             Apogee represents warrants to National that Apogee (a)has purchased from Fricano all of the interest in the SMI Intellectual Propertythat Fricano purchased from Kavlico, and (b) Apogee has not made an assignmentof, or encumbered, the SMI Intellectual Property, or any interest therein.

 

3.             Apogee hereby agrees that it will not assert any claimto the equipment and other tangible assets of SMI purchased by National fromKavlico pursuant to an Equipment Sale and Hold Harmless Agreement betweenNational and Kavlico other than the Excluded Items as defined below(collectively, the “SMI Tangible Property”).

 

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4.             Apogee agrees that National may, without notice toApogee and without restriction of any nature whatsoever, sell, transfer,dispose, hypothecate and/or alienate any and all of the SMI Tangible Property,in “As Is” condition or otherwise, including but not limited to any and all ofthe contents, software, operating systems and any and all of the componentand/or accessory parts thereto absolutely free and clear of any claim byApogee, excluding however; any (a) notebooks, (b) drawings, (c) other paperfiles or (d) “floppy disks” expressly embodying the SMI Intellectual Propertywhich Apogee will identify and take possession of during the Inspection Period(collectively, the “Excluded Items”). Apogee agrees that it shall not assert any claim against any ofNational’s successors, assignees or transferees, including but not limited toany bona fide purchasers of the SMI Tangible Property upon compliance byNational with Paragraph 6 hereof.

 

5.             Apogee hereby acknowledges that, prior to any sale,transfer or any other disposition of the SMI Tangible Property, National is notobligated to remove, disassemble, decommission or take any action whatsoeverwith respect to any contents, software, operating systems, information,formulations or any other material included in or connected with the TangibleProperty except allowing Apogee to take possession of the Excluded Items duringthe Inspection Period as set forth in Paragraph 6 hereof.

 

6.             Commencing on the execution hereof and within twenty(20) days thereafter (the “Inspection Period”), Apogee may, at its own cost andexpense, during normal business hours and without disrupting the operations ofNational, inspect National’s warehouse and/or facility to assemble and gatherthe Excluded Items that may be located at such warehouse or facility.  During the Inspection Period, National will,at National’s expense, provide one or more engineering personnel (“NationalEngineer(s)”) to assist Apogee’s representative(s), in any reasonable inquiryand will arrange reasonable access to the SMI Tangible Property to permit asearch for the Excluded Items to be completed within the InspectionPeriod.  Apogee’s representative(s) shallsegregate what are believed to be Excluded Items and provide a list thereof tothe National Engineers.  If the NationalEngineers shall disagree with the Apogee representatives as to whether somethingis to be an Excluded Item, within five (5) business days after receiving suchlist, the immediate possession of the disputed Excluded Items shall be given toNational’s counsel.  Unless such disputeis resolved by the parties, by the end of 30 days after the Inspection Periodthe dispute shall be resolved by the Court, which shall retain jurisdiction toenforce this Agreement.  Such inspectionshall not require National to operate, start up, decommission or otherwisemodify any of the SMI Tangible Property.

 

7.             National and Apogee each hereby release and foreverdischarge the other, its officers, employees, stockholders, directors,successors, assigns, agents, personal representatives, transferees or personsor entities affiliated with the aforementioned and any and all persons actingon their behalf of any and all claims or causes of actions which it asserted orcould have been asserted against the other, its officers, employees,stockholders, directors, successors, assigns, agents, personal representatives,transferees or persons or entities affiliated with the aforementioned and anyand all persons action on their behalf arising out of or relating to the SMIIntellectual Property or the SMI Tangible Property, except that this SettlementAgreement is not subject to such release.

 

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8.             Contemporaneously herewith the parties, and Kavlico,shall execute a Stipulation and Order of Discontinuance with Prejudice (the“Stipulation”) so that it may be submitted to the Court discontinuing theAction and the Third Party Complaint. The Stipulation shall provide that theCourt will retain jurisdiction to enforce this Settlement Agreement. Theparties agree to take all necessary steps to procure such Order of Discontinuancewith Prejudice should Kavlico not execute such stipulation.

 

9.             This Settlement Agreement and the Stipulation and Orderof Discontinuance with Prejudice referred to herein and executedcontemporaneously herewith, shall constitute the entire agreement between theparties with respect to the subject matter hereof and merge all priordiscussions and negotiations between them.

 

10.           No party hereto has relied on any statement ofrepresentations not expressly set forth herein. This Agreement is a full, final and exclusive expression of theagreement of the parties hereto and supercedes all prior agreements,understandings, proposals and communications, oral or written, of either partywith respect to the subject matter hereof and the transactions contemplatedhereby.

 

11.           This Agreement shall be binding upon and inure to thebenefit of the parties and their respective successors and assigns.

 

12.           The parties hereto agree to execute and deliver, or causeto be executed and delivered, such further instruments or documents and takesuch other action as may be required to effectively carry out the transactionsof the settlement contemplated herein.

 

13.           This Settlement Agreement may not be changed except by awriting signed by the parties hereto.

 

14.           The parties hereto hereby declare and represent that ineffectuating this Settlement Agreement they have, and counsel of their choicehave, each carefully read the following language, know and understand thecontents thereof, and have freely and voluntarily affixed their signatureshereto.

 

15.           This Agreement and the transactions and obligationsarising hereunder shall be governed by and construed and enforced in accordancewith the laws of the State of New York without regard to the principles ofconflicts of law.

 

16.           This Agreement may be executed in any number ofcounterparts and/or via facsimile signature, each of which shall be deemed tobe an original, all of which together shall be deemed to be one and the sameSettlement Agreement.

 

|   | APGOEE TECHNOLOGY, INC. |   |   |   | NATIONAL HYBRID, INC. |
|--------|-------------------------|--------|--------|--------|-----------------------|
|   |                    |   |   |   |                  |
| By:    |                    |   |   | By:    | /s/ Roy Nardin        |
|   |                    |   |   |   | Pres & CEO        |
|   |                    |   |   |   |                  |

 

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|   | RUSKIN MOSCOU FALTISCHEK,  P.C.        |   |   |   | MORITT HOCK HAMROFF &            |
|--------|----------------------------------------|--------|--------|--------|--------------------------------------|
|   | Attorneys for Apogee  Technology Corp. |   |   |   | HORWITZ LLP                          |
|   |                                   |   |   |   | Attorneys for National  Hybrid, Inc. |
|   |                                   |   |   |   |                                 |
| By:    | /s/ Stephen E. Kesselman               |   |   | By:    | /s/ Michael S. Re                    |
|   | Stephen E. Kessleman, Esq.             |   |   |   | Michael S. Re, Esq.                  |
|   | 1425 EAB Plaza                         |   |   |   | 400 Garden City Plaza                |
|   | Uniondale, New York 11556              |   |   |   | Garden City, New York  11530         |
|   | (516) 663-6600                         |   |   |   | (516) 873-2000                       |

 

 

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| STATE OF MASSACHUSETTS | ) |   |
|------------------------|---|--------|
|                   | ) | ss.:   |
| COUNTY OF              | ) |   |

 

 

                Onthis          day of                 ,2006, before me personally came David B. Meyers to me known to be the Presidentof APOGEE TECHNOLOGY, INC., a corporation, one of the parties to the action andwho executed the foregoing instrument, and acknowledged that he executed thesame.

 

|   |   |   |   |   |          |
|--------|--------|--------|--------|--------|---------------|
|   |   |   |   |   | Notary Public |

 
| STATE OF NEW YORK | ) |   |
|-------------------|---|--------|
|              | ) | ss.:   |
| COUNTY OF SUFFOLK | ) |   |

 

 

                Onthis  27th day of   February,2006, before me personally came Roy Nardin to me known to be the President ofNATIONAL HYBRID INC., a corporation, one of the parties to the action and whoexecuted the foregoing instrument, and acknowledged that he executed the same.

 

 

 

|   |   |   |   |   | /s/ Carol Ann Klemm                    |
|--------|--------|--------|--------|--------|----------------------------------------|
|   |   |   |   |   | Notary Public                          |
|   |   |   |   |   |                                   |
|   |   |   |   |   |                                   |
|   |   |   |   |   | Suffolk Cnty. #52-4637587              |
|   |   |   |   |   | Carol Ann Klemm                        |
|   |   |   |   |   | Notary Public - N.Y.S. - EXP. 12/31/06 |

 

 

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