exv4w18



 





Exhibit 4.18




SETTLEMENT and RELEASE AGREEMENT




     This Settlement and Release Agreement (this “Agreement”) effective as of March
31, 2005 (the “Effective Date”) is executed and entered into by and between Viseon, Inc.,
f/k/a RSI Systems, Inc., a corporation duly organized and existing pursuant to the laws of the
state of Nevada, including each and all of its previous, current and future subsidiaries, parent
and sister corporations (hereinafter collectively “Viseon”) and Altron, Inc. a corporation duly
organized and existing in good standing pursuant to the laws of the state of Minnesota, including
each and all of its previous, current and future subsidiaries, parent and sister corporations
(hereinafter collectively “Altron”) (hereinafter independently a “Party” and collectively
the “Parties”) for the mutual considerations and purposes herein expressed.



FACTUAL RECITATIONS




     WHEREAS, the Parties entered into that certain written agreement dated on or about the
___day of ___1996, regarding the purchase and delivery of component parts related to the
Videoflyer product previously manufactured by RSI Systems, Inc. (the “Contract”); and



     WHEREAS, In 2001, Altron invoiced RSI Systems, Inc. for amounts totaling
$1,150,000, which included, in addition to charges for components and raw parts, certain “carrying
charges” which were not expressly authorized by the Contract (the “Alleged Account Receivable”);
and



     WHEREAS, Viseon disputed the validity of the Alleged Account Receivable and the amounts of the
invoices of which it was comprised, acknowledging an account payable to Altron of only $575,000,
being the amount of the total liability that Viseon believed it owed to Altron for goods received
in accordance with the Contract; and



     WHEREAS, A justiciable controversy exists with regard to the actual dollar amount of the
liability owed by Viseon to Altron; and



					
	 	 	 	 	 
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     WHEREAS, The parties have not transacted business, pursuant to the Contract or otherwise,
since such time; and



     WHEREAS, Viseon and Altron have agreed to settle this matter in its entirety whereby in
consideration of the extinguishment of the entire Alleged Account Receivable, the termination of
the Contract and a full and final release of all liabilities heretofore and hereafter arising
thereunder, Viseon will issue to Altron 350,000 shares of its common stock and a four-year warrant
to purchase an additional 600,000 shares of its common stock at an exercise price of $1.26 per
share; and



     WHEREAS, Viseon and Altron desire to fully and finally compromise and settle all remaining
obligations owed by each Party to the other Party pursuant to the Contract and all prior business
dealings by entering into this Agreement and granting the releases herein contained.



     NOW, THEREFORE, for and in consideration of valuable consideration heretofore paid, the
consideration set forth herein, the agreements herein contained and the mutual premises hereof, the
receipt and sufficiency of all of which the Parties hereby acknowledge, the Parties agree to the
terms and conditions hereof as more particularly set forth below.



OPERATIVE PROVISIONS



1. Factual Recitations. The Parties acknowledge and agree that statements of fact
contained in the Factual Recitations set forth hereinabove are not mere recitals and that such
statements constitute terms and conditions hereof, the veracity of which the Parties are relying
upon in entering into this Agreement.



2. Intent and Purpose. The Parties are entering into this Agreement for the
purposes of (a) fully settling and resolving all claims that Viseon currently has, has had, or may
have against Altron with respect to all prior dealings between them; (b) fully settling and
resolving all claims that Altron currently has, has had, or may have against Viseon with
respect to all prior dealings between them, (c) terminating the Contract and relieving all




					
	 	 	 	 	 
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parties
of any further obligations with respect thereto, (d) fully and finally satisfying all monetary
obligations Viseon may owe to Altron for the Alleged Account Receivable or otherwise and (e)
confirming that no Party, after further consideration, is desirous of initiating or pursuing any
claims – civil, criminal or regulatory – against any other Party in any forum based upon or
occasioned by any act or omission of any Party occurring on or before the Effective Date.



3. Finality. The Parties have negotiated a full and final compromise and settlement of all
matters and issues now in dispute or which may give rise to any future dispute between them, and
they desire to enter into this Agreement to avoid litigation and to buy peace. By entering into
this Agreement, however, the Parties expressly state that they are not admitting any liability or
fault of any kind to any other Party. This Agreement contains the entire and complete agreement
between the Parties, which shall go into operation upon the delivery to Viseon of an original
counterpart of this Agreement, duly executed by Altron (the “Triggering Event”), but nevertheless
effective as of the Effective Date.



4. Consideration for Altron Release. In consideration of Altron’s full and final release of
Viseon for the Alleged Account Receivable and the general release given by Altron herein, Viseon
shall deliver to Altron the following:





A. VISEON COMMON STOCK




On the Effective Date Viseon agrees to, and hereby does concurrent with the Triggering
Event, sell, transfer and convey to Altron Three Hundred Fifty Thousand (350,000) shares
of duly authorized, validly issued, fully paid and nonassessable Common Stock of Viseon,
par value $0.01 per share, (the “Common Stock”). Viseon shall direct its transfer agent
to issue all such shares in one or more paper share certificates registered in the
following name: “ALAN C. PHILLIPS AND DELORES V. PHILLIPS, TRUSTEES, AND ANY SUCCESSOR
TRUSTEE (S}, OF THE ALAN C. PHILLIPS REVOCABLE TRUST U/A DTD 10-22-93” and to deliver
the same to Altron at the following address: Altron Inc., c/o ALAN C. PHILLIPS, PO BOX
246, ANOKA, MN 55303.



					
	 	 	 	 	 
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B. WARRANTS TO PURCHASE VISEON COMMON STOCK




On the Effective Date Viseon agrees to, and hereby does concurrent with the Triggering
Event, sell, transfer and convey to Altron a warrant entitling Altron to purchase from
the Company up to Six Hundred Thousand (600,000) shares of duly authorized, validly
issued, fully paid and nonassessable Common Stock of the Company, par value $0.01 per
share, at any time for a period of four years, all subject to the terms, conditions and
adjustments as set forth therein (the “Warrant”). Viseon shall issue all such warrants
registered in the following name: “ALAN C. PHILLIPS AND DELORES V. PHILLIPS, TRUSTEES,
AND ANY SUCCESSOR TRUSTEE (S}, OF THE ALAN C. PHILLIPS REVOCABLE TRUST U/A DTD 10-22-93”
and to deliver the same to Altron at the following address: Altron
Inc., c/o ALAN C.
PHILLIPS, PO BOX 246, ANOKA, MN 55303.


5. Consideration for Viseon Release. In consideration of the general release given by
Viseon, Altron shall deliver to Viseon the following:





A. DISCHARGE OF THE ALLEGED ACCOUNT RECEIVABLE.




On the Effective Date Altron agrees to, and hereby does, concurrent with the Triggering
Event, forgive, irrevocably release and forever discharge Viseon of and from any and all
liability and payment obligations on the entire remaining balance of the Alleged Account
Receivable and all obligations arising pursuant to the Contract. As evidence thereof,
Altron shall deliver to Viseon any and all documents and to take all additional actions,
which may be necessary or appropriate to give full force and effect to the discharge of
such indebtedness and the intent of this Agreement.


6. Altron Release. With the exception of the duties and obligations that are set
forth and assumed in this Agreement, each of Altron, and anyone claiming by, through or under him,
fully, irrevocably, and unconditionally releases, acquits, and forever discharges Viseon and its
respective officers, directors, shareholders, employees, agents, attorneys, representatives,
successors, assigns or heirs, servants, insurers, affiliates, subsidiaries and parent companies, of
and from any and all costs, expenses, damages, claims, rights, obligations and causes of action of
any kind whatsoever, of every kind or character, known or unknown, which each of Altron now has,
has had or may have against Viseon
or any such released party, based upon, relating to or arising from any act or failure to




					
	 	 	 	 	 
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act
occurring before the Effective Date, including, without limitation, any and all claims, causes of
action, matters, transactions and demands that could be asserted as a result of, relating to or
arising from the Agreement and all facts and circumstances of the negotiation, execution or
performance thereof and thereunder, (hereinafter collectively referred to as the “Claims”). The
Claims include any and all claims, obligations and theories of recovery of all types and kinds,
whether known or unknown, past, present or future, and which are based solely on facts, actions or
omissions that existed as of the execution of this Agreement, whether contingent, prospective or
matured, whether arising in equity or in law, whether arising under the common law, any contract,
statute or otherwise, recognized by the law of any jurisdiction and shall include, but not be
limited to, causes of action, claims, debts, obligations, actions, demands, liabilities, suits, and
judgments. The aforementioned damages shall be defined as any and all elements of relief or
recovery of whatsoever nature, whether known or unknown, recognized by the law of any jurisdiction
and shall include, but not be limited to, (i) actual damages (whether direct, consequential,
coincidental or otherwise) of every description, such as personal injury, mental anguish, emotional
distress, reputational loss (i.e., libel and slander) and economic loss; (ii) any other item of
loss or injury; (iii) specific performance, (iv) statutory, treble, additional, multiple, penal,
exemplary and/or punitive damages; (v) attorneys’ fees; (vi) pre-judgment or post-judgment or other
interest; (vii) declaratory, injunctive and equitable relief; (viii) expenses; (ix) expert witness
fees; and (x) costs of court (“Damages”). Altron acknowledges and agrees that this release is a
broad, general and unconditional release that should be liberally construed and, by reason of this
release, Altron intends to and does release Viseon from any and all Claims, Damages, obligations,
costs, rights or remedies whatsoever that Altron may have against Viseon.



7. Viseon Release.  With the exception of the duties and obligations set forth
and assumed in this Agreement, each of Viseon, and anyone claiming by, through or under it, hereby
fully, irrevocably and unconditionally releases, acquits, and forever discharges Altron and




					
	 	 	 	 	 
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any of
his respective employees, agents, attorneys, representatives, successors, assigns, heirs, servants,
insurers and affiliates of and from any and all costs, expenses, claims, rights, obligations and
causes of action of any kind whatsoever, of every kind or character, known or unknown, which Viseon
now has, has had or may have against Altron or any such released party based upon, relating to or
arising from any act or failure to act occurring before the Effective Date, including, without
limitation any and all claims, causes of action, matters, transactions and demands that could be
asserted as a result of, relating to or arising from the Agreement and all facts and circumstances
of the negotiation, execution or performance thereof and thereunder, (hereinafter collectively
referred to as the “Claims”). The Claims include any and all claims, obligations and theories of
recovery of all types and kinds, whether known or unknown, past, present or future, and which are
based solely on facts, actions or omissions that existed as of the execution of this Agreement,
whether contingent, prospective or matured, whether arising in equity or in law, whether arising
under the common law, any contract, statute or otherwise, recognized by the law of any jurisdiction
and shall include, but not be limited to, causes of action, claims, debts, obligations, actions,
demands, liabilities, suits, and judgments. The aforementioned damages shall be defined as any and
all elements of relief or recovery of whatsoever nature, whether known or unknown, recognized by
the law of any jurisdiction and shall include, but not be limited to, (i) actual damages (whether
direct, consequential, coincidental or otherwise) of every description, such as personal injury,
mental anguish, emotional distress, reputational loss (i.e., libel and slander) and economic loss;
(ii) any other item of loss or injury; (iii) specific performance, (iv) statutory, treble,
additional, multiple, penal, exemplary and/or punitive damages; (v) attorneys’ fees; (vi)
pre-judgment or post-judgment or other interest; (vii) declaratory, injunctive and equitable
relief; (viii) expenses; (ix) expert witness fees; and (x) costs of court (“Damages”). Viseon
acknowledges and agrees that this release is a broad, general and unconditional release that should
be liberally construed and, by reason of this release, Viseon intends to and does hereby release Altron from any and all Claims,
Damages, obligations, costs, rights or remedies that Viseon may have against Altron.




					
	 	 	 	 	 
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8. Covenants Not to Sue. With the exception of the duties and obligations that
are set forth herein, or imposed by any statute, code, rule, court order, compulsory process or
law, the parties agree and covenant not to sue, prosecute or assist, directly or indirectly, in
suing or prosecuting any claims or seeking recovery of any damages against any other party for any
claims that are released in this Agreement. Altron and Viseon each acknowledge and agree that
pursuant to the terms of this Agreement, any and all claims that either Party could have made
against the other Party have been in all things satisfied and resolved.



9. Acknowledgement of Discharge of the Alleged Account Receivable. Upon receipt of
this Agreement duly executed by Viseon, the Warrant and reasonably satisfactory evidence of
Viseon’s request to its transfer agent that the Common Stock be issued and delivered,
Altron shall, and hereby does, forgive, irrevocably release and forever discharge Viseon of and
from any and all liability and payment obligations on the entire remaining balance outstanding on
the Alleged Account Receivable.



10. Representations. Each party to this Agreement warrants, represents and agrees that it
is fully authorized to enter into this Agreement without the consent of any third party. Each
person signing this Agreement represents and warrants that they have been duly authorized and
empowered to sign this Agreement on behalf of the party which such person purports to represent and
that this Agreement is a lawful and binding obligation of such party.



11. Further Instruments. Each party agrees to execute and deliver such other and further
instruments and will do such other and further acts as may be necessary to carry out more
effectively the provisions and purposes of this Agreement.




					
	 	 	 	 	 
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12. No Extraneous Promises. Each party to this Agreement acknowledges that no
representation, promise, or inducement not herein expressed has been made to it in connection with
this Agreement and that it is not relying upon any representation, promise, or inducement that is
not contained in this Agreement. Each party to this Agreement has been represented by counsel in
connection with the negotiation of this Agreement. Moreover, each party has made its own
investigation of the matters covered by this Agreement to the extent it deemed necessary; no party
will seek to set aside this Agreement on the grounds of fraud or mistake.



13. Presumption against Scrivener. No provision of this Agreement shall be construed
against or interpreted to the disadvantage of any Party hereto by any court or other governmental
or judicial authority by reason of such Party’s having or being deemed to have structured, drafted
or dictated such provision. Each Party to this Agreement acknowledges, recognizes and agrees that
it has had a full and fair opportunity to review and comment on this Agreement, with counsel of its
choice, and to suggest or demand any changes. Accordingly, should any court ever conclude that
there is any ambiguity in this Agreement which the Parties hereto do not foresee but wish to
address, no Party to this Agreement will assert that the ambiguity should be construed against the
other Party because the other Party drafted any such provision in question.



14. Invalid Provisions. Each provision and term of this Agreement is intended to be
separate. If any term, covenant, condition or provision hereof is illegal, invalid or
unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall not
affect the legality, validity or enforceability of the remaining parts of this Agreement and all
such remaining parts hereof shall not be impaired or invalidated in any way, but shall be legal,
valid and enforceable and have full force and effect as if the illegal, invalid, unenforceable part
had not been included.




					
	 	 	 	 	 
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15. Entire Agreement. This Agreement, constitutes the complete agreement between the
parties with respect to the subject matter hereof and supersedes all prior agreements, commitments,
understandings, or inducements (either oral or written, expressed or implied) and may not be
modified, altered, or amended except by a written agreement signed by Altron or Viseon, as
applicable. Each party to this Agreement acknowledges that no representations, inducements, or
agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of such
party, which are not embodied herein, and no other agreement, statement or promise not herein
contained shall be valid or binding. The parties hereto have had an opportunity, if so desired, to
consult with their respective attorneys concerning the meaning and the import of this Agreement and
each has read this Agreement, as signified by their signatures below, and is executing the same for
the purposes and consideration herein expressed.



16. Successors and Assigns. This Agreement and the covenants, obligations, undertakings,
rights and benefits hereof shall be binding upon, and shall inure to the benefit of, the Parties
hereto and their respective successors and assigns.



17. Confidentiality. The Parties hereby agree to keep the terms and provisions of this
Agreement confidential; provided, however, that each Party may disclose the terms and provisions of
this Agreement, as may be necessary, to their auditors, bankers and attorneys and in any judicial
proceeding brought by such Party to enforce this Agreement or which involves issues to which this
Agreement is relevant or required by law.



18. Counterparts. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed to be an original, and all of which taken
together shall constitute one final agreement as if signed by all Parties. In making proof of this
Agreement, it shall not be necessary to produce or account for more than one counterpart. A
facsimile or photocopy of an executed counterpart of this




					
	 	 	 	 	 
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Agreement shall be sufficient to bind any Party or Parties whose signature appears thereon and
delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission
shall be effective as delivery of a manually executed counterpart thereof.



19. Headings. The headings used in this Agreement are for administrative purposes only and
do not constitute substantive matter to be considered in construing the terms and shall not affect
the interpretation of this Agreement. The titles and headings in this Agreement are for reference
purposes only and will not in any manner limit the construction of this Agreement. For the
purposes of such construction, this Agreement will be considered as a whole. The terms “including”
and “include” as used in this Agreement will be deemed to include the phrase “without limitation”.



20. Attorney’s Fees and Costs. If any action at law or in equity is necessary to enforce
or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable
attorneys’ fees, costs, and necessary disbursements from the offending party, in addition to any
other relief to which it may be entitled.



21. Notices. All notices, requests, demands, waivers, consents and other
communications required or permitted to be given hereunder shall be (a) in writing; (b) delivered
either in person, by facsimile transmission, by telegraphic or other electronic means, by overnight
air courier guaranteeing next day delivery or by certified, registered or express mail, in each
such case with all costs, fees, charges and/or postage prepaid and (c) directed to each respective
party at the following addresses (or at such other address as shall have been previously given in
writing in accordance with the terms hereof by any party hereto):



If to Viseon:


Viseon, Inc.

Attention: President

545 E. John Carpenter Freeway, Suite 1430

Irving, Texas 75062



					
	 	 	 	 	 
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If to Altron:


Altron, Inc.

Attention: President

6700 Bunker Lake Blvd. NW

Anoka, MN 55303-4595


Any party may be given notice in accordance with this Section by any other party at another address
or by delivery to another person designated for receipt of notices, if such party so designates
such other person or address in writing in accordance with this Section 21. All notices shall be
deemed to have been served, duly given and become effective: (a) immediately upon receipt if
delivered by hand, ground courier or personal delivery on any business day prior to 5:00 p.m.,
local time or on the next succeeding Business Day if delivered on a non-business day or after 5:00
p.m., local time; (b) four (4) hours from the time of transmission with confirmed receipt at its
destination on any business day prior to 5:00 p.m., local time if delivered by facsimile, telex,
telecopy or other telegraphic or electronic means or on the next succeeding Business Day if receipt
at its destination is on a non-business day or after 5:00 p.m., local time subject to verification
by the sender of the transmission report confirming receipt; (c) one Business Day after having been
timely delivered to an air courier for guaranteed overnight delivery or (d) five Business Days
after having been deposited with the United States Postal Service as certified or registered mail,
return receipt requested.



22. Governing Law. IT IS UNDERSTOOD AND AGREED THAT THIS AGREEMENT SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND SUBJECT TO, THE LAWS OF THE STATE OF TEXAS WITHOUT
GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD RESULT IN THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN TEXAS. THE PARTIES STIPULATE THAT VENUE FOR
ANY




					
	 	 	 	 	 
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ACTION, SUIT OR OTHER PROCEEDING SHALL BE MANDATORY IN DALLAS COUNTY TEXAS AND THAT THE DISTRICT
COURTS OF DALLAS COUNTY TEXAS SHALL HAVE EXCLUSIVE JURISDICTION OF ANY SUCH ACTION, SUIT OR OTHER
PROCEEDING.



23. Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY
WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER
PROCEEDING BASED UPON, ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT INCLUDING ANY
AMENDMENTS HEREOF, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY OR RELATED TO THIS AGREEMENT OR ANY
CONDUCT, ACT OR OMISSION OF THE PARTIES OR THEIR AFFILIATES (OR ANY OF THEM) WITH RESPECT TO THIS
AGREEMENT, INCLUDING ANY AMENDMENTS, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, REGARDLESS OF
WHICH PARTY INITIATES SUCH ACTION, SUIT OR OTHER PROCEEDING; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH ACTION, SUIT OR OTHER PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A
JURY, AND THAT EITHER PARTY MAY FILE A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF
THE CONSENT OF THE OTHER TO THE WAIVER OF ANY RIGHT IT OR THEY MIGHT OTHERWISE HAVE TO A TRIAL BY
JURY.




					
	 	 	 	 	 
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IN
WITNESS WHEREOF, the parties hereto have signed this Agreement effective as of the day and year
set forth above.




	 	 	 
	Viseon, Inc.

	 	Altron, Inc
	 

	 	 
	 

	 	 
	/s/ JOHN HARRIS
	 	/s/ ALAN C. PHILLIPS
	 
	 	 
	By: John Harris

	 	By: Alan C. Phillips
	President and Chief Executive Officer

	 	President and Chief Financial Officer






					
	 	 	 	 	 
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ACKNOWLEDGEMENT




	 	 	 	 	 
	STATE OF MINNESOTA

	 	§
	 	 
	 

	 	§	 	 
	COUNTY OF                                         

	 	§	 	 





BEFORE ME,
the undersigned authority, on this day personally appeared ALAN C. PHILLIPS
known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged
to me that he is the President, Chief Financial Officer and Chief Executive Officer of Altron,
Inc., that he is authorized to execute the foregoing instrument on behalf of Altron, Inc., and that
he executed the foregoing instrument for the purposes and consideration and in the capacity therein
stated.



GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ___day of June 2005.




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public, State of Minnesota 	 
	 	 	 
	 



					
	 	 	 	 	 
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