ex10-2.htm


    Exhibit
10.2

     

    TERMINATION
AND SETTLEMENT AGREEMENT

     

    THIS TERMINATION AND SETTLEMENT
AGREEMENT (this “Agreement”), dated as
of May 6, 2009, by and among SWK Technologies,  Inc.., a Delaware corporation with
offices at 5 Regent Street, Suite 520, Livingston, NJ  07039 (the
“Company”),
Jeffrey D. Roth, an individual with offices at 5 Regent Street, Suite 520,
Livingston, NJ  07039  (“Roth”), Jerome R.
Mahoney, an individual with offices at 750 Route 34, Matawan,
NJ  07747 (“Mahoney”), Trey
Resources, Inc., a Delaware corporation with offices at 5 Regent Street, Suite
520, Livingston, NJ  07039 (“Trey”), (collectively
referred to as the “Parties”).

     

    WITNESSETH

    


    WHEREAS, contemporaneously
with the execution and delivery of this Agreement, Roth, the Company, Trey and
Mahoney are entering into a Securities Purchase Agreement dated the date hereof,
whereby Roth will be purchasing and the Company will be selling shares of the
Company Common Stock equal to 20% of the outstanding shares of the Company, and
thereafter upon receipt of payment for the Common Stock, the Company will remit
to Trey, the owner of 80% of the fully-diluted outstanding common stock of the
Company, the sum of $150,000 as a management fee;

     

    WHEREAS, upon receipt of
$150,000, Trey will pay Mahoney the sum of One Hundred and Seventeen Thousand
and Five Hundred Dollars ($117,500) (the “Mahoney Payment”), such sum to be in
full and total satisfaction of any and all outstanding obligations that exist or
may exist between Mahoney and Trey;

     

    WHEREAS, in consideration for
the Mahoney Payment, Mahoney has agreed to terminate all agreements by and
between Trey and himself and to resign as an officer and/or director of the
Company and Trey;

     

    WHEREAS, in consideration for
the Mahoney Payment, some of the Parties hereto have agreed to release Mahoney
from any past and/or present claims they may assert against him;

     

    NOW, THEREFORE, in
consideration of the mutual covenants, other agreements contained in this
Agreement and upon receipt by Mahoney of the Mahoney Payment via wire transfer
to an account of his designation, the Parties hereby agree as
follows:

     

    1. Mahoney
and Trey mutually agree to terminate the Employment Agreement dated September
23, 2004, as amended (the “Employment Agreement”).

    


    2. Mahoney
hereby resigns as an employee, officer, consultant and/or director of Trey and
the Company.

     

    3. Mahoney
hereby forgives and extinguishes:  (i) any accrued and unpaid
compensation owed to him by either Trey and/or the Company, (ii) any and all
obligations of Trey pursuant to the Employment Agreement, (iii) any and all
other debt obligations owed to him by Trey and/or the Company, and (iv) any and
all obligations of any type, known or unknown, contingent or otherwise, owed to
him by either Trey and/or the Company.

     

    4. Trey, the
Company, and  Roth, hereby, knowingly, voluntarily and unconditionally
release, forever discharge, and covenant not to sue Mahoney from or for any and
all claims, causes of action, demands, suits, debts, obligations, liabilities,
damages, losses, costs and expenses (including attorneys’ fees) of every kind or
nature whatsoever, known or unknown, actual or potential, suspected or
unsuspected, fixed or contingent, that such party has or may have through the
date hereof arising out of or relating to Mahoney’s position as an officer,
director, consultant and/or shareholder of Trey and/or the Company (the “Mahoney
Relationship”), or resulting from any act or omission, error, negligence, breach
of contract, tort, violation of law, discrimination, matter or cause whatsoever
arising from the Mahoney Relationship, from the beginning of time through the
date hereof; provided, however, that the foregoing release shall not apply to
any claims arising out of this Agreement.

    


    5. Trey, the
Company, and Mahoney, hereby, knowingly, voluntarily and unconditionally
release, forever discharge, and covenant not to sue Roth from or for any and all
claims, causes of action, demands, suits, debts, obligations, liabilities,
damages, losses, costs and expenses (including attorneys’ fees) of every kind or
nature whatsoever, known or unknown, actual or potential, suspected or
unsuspected, fixed or contingent, that such party has or may have through the
date hereof arising out of or relating to Roth’s  position as an
officer, director, consultant and/or shareholder of Trey and/or the Company (the
“Roth Relationship”), or resulting from any act or omission, error, negligence,
breach of contract, tort, violation of law, discrimination, matter or cause
whatsoever arising from the Roth Relationship, from the beginning of time
through the date hereof; provided, however, that the foregoing release shall not
apply to any claims arising out of this Agreement.

    


    6. Mahoney
hereby, knowingly, voluntarily and unconditionally releases, forever discharges,
and covenants not to sue Trey from or for any and all claims, causes of action,
demands, suits, debts, obligations, liabilities, damages, losses, costs and
expenses (including attorneys’ fees) of every kind or nature whatsoever, known
or unknown, actual or potential, suspected or unsuspected, fixed or contingent,
that such party has or may have through the date hereof arising out of or
relating to Mahoney’s position as an officer, director, consultant and/or
shareholder of Trey and/or the Company (the “Mahoney Relationship”), or
resulting from any act or omission, error, negligence, breach of contract, tort,
violation of law, discrimination, matter or cause whatsoever arising from the
Mahoney Relationship, from the beginning of time through the date hereof;
provided, however, that the foregoing release shall not apply to any claims
arising out of this Agreement

     

    7.           Mahoney
hereby, knowingly, voluntarily and unconditionally releases, forever discharges,
and covenants not to sue the Company from or for any and all claims, causes of
action, demands, suits, debts, obligations, liabilities, damages, losses, costs
and expenses (including attorneys’ fees) of every kind or nature whatsoever,
known or unknown, actual or potential, suspected or unsuspected, fixed or
contingent, that such party has or may have through the date hereof arising out
of or relating to Mahoney’s position as an officer, director, consultant and/or
shareholder of Trey and/or the Company (the “Mahoney Relationship”), or
resulting from any act or omission, error, negligence, breach of contract, tort,
violation of law, discrimination, matter or cause whatsoever arising from the
Mahoney Relationship, from the beginning of time through the date hereof;
provided, however, that the foregoing release shall not apply to any claims
arising out of this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      8.  GOVERNING
LAW: MISCELLANEOUS

    

    


    (a) Governing
Law.  This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New Jersey without regard to the
principles of conflict of laws.  The Parties further agree that any
action between them shall be heard in Essex County, New Jersey, and expressly
consent to the jurisdiction and venue of the Superior Court of New Jersey,
sitting in Essex County and the United States District Court for the District of
New Jersey sitting in Newark, New Jersey for the adjudication of any civil
action asserted pursuant to this Paragraph.

     

    (b) Counterparts.  This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other
party.  In the event any signature page is delivered by facsimile
transmission, the party using such means of delivery shall cause four (4)
additional original executed signature pages to be physically delivered to the
other party within five (5) days of the execution and delivery
hereof.

     

    (c) Headings.  The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement.

     

    (d) Severability.  If
any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.

     

    (e) Entire Agreement,
Amendments.  This Agreement supersedes all other prior oral or
written agreements between the Parties, their affiliates and persons acting on
their behalf with respect to the matters discussed herein, except for the
Securities Purchase Agreement that is entered into and executed on the date
hereof and this Agreement and the instruments referenced herein contain the
entire understanding of the Parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, none of the
Parties makes any representation, warranty, covenant or undertaking with respect
to such matters.  The recitals to this Agreement are hereby
incorporated by reference into and made a part of this Agreement for all
purposes.  No provision of this Agreement may be waived or amended
other than by an instrument in writing signed by the party to be charged with
enforcement.

     

    (f) Notices.  Any
notices, consents, waivers, or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered (i) upon receipt, when delivered personally; (ii) upon
confirmation of receipt, when sent by facsimile; (iii) upon confirmation of
receipt after being sent by U.S. certified mail, return receipt requested, or
(iv) upon confirmation of receipt after being sent with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same.  The addresses and facsimile numbers for such
communications shall be:

     

    
      
        	
                If
      to the Company, to:

              	
                SWK
      Technologies, Inc.

              
	 
      	
                5
      Regent Street

              
	 
      	
                Livingston,
      NJ  07039

              
	 
      	
                Attention:  Mark
      Meller

              
	 
      	
                Telephone: (973)
      758-6100

              
	 
      	
                Facsimile:  (973)
      748-9449

              
	 
      	 
      
	
                If
      to Roth:

              	
                Jeffrey
      D. Roth

              
	 
      	
                SWK
      Technologies, Inc.

              
	 
      	
                5
      Regent Street

              
	 
      	
                Livingston,
      NJ  07039

              
	 
      	
                Telephone: (973)
      758-6110

              
	 
      	
                Facsimile:  (973)
      758-6120

              
	 
      	 
      
	
                If
      to Mahoney:

              	
                Jerome
      R. Mahoney

              
	 
      	
                c/o
      iVoice Technologies, Inc.

              
	 
      	
                750
      Route 34

              
	 
      	
                Matawan,
      NJ  07747

              
	 
      	
                Telephone:  (732)
      441-7700

              
	 
      	
                Facsimile:  (732)
      441-9895

              
	 
      	 
      
	
                If
      to Trey:

              	
                Trey
      Resources, Inc.

              
	 
      	
                5
      Regent Street

              
	 
      	
                Livingston,
      NJ  07039

              
	 
      	
                Attention: Mark
      Meller

              
	 
      	
                Telephone: (973)
      758-6100

              
	 
      	
                Facsimile: (973)
      748-9449

              
	 
      	 
      
	 
      	 
      
	
                With
      a copy to:

              	
                Meritz
      & Muenz LLP

              
	 
      	
                2021
      O Street, NW

              
	 
      	
                Washington,
      DC 20036

              
	 
      	
                Attention:  Lawrence
      A. Muenz

              
	 
      	
                Telephone:  (202)
      728-2909

              
	 
      	
                Facsimile:  (202)
      728-2910

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Each
party shall provide five (5) days’ prior written notice to the other party of
any change in address or facsimile number.

     

    (g) Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and
assigns.  None of the Parties shall assign this Agreement or any
rights or obligations hereunder without the prior written consent of the other
the Parties hereto.

     

    (h) No Third Party
Beneficiaries.  This Agreement is intended for the benefit of
the Parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person.

     

    (i) Publicity.  The
Parties  shall have the right to approve, before issuance any press
release or any other public statement with respect to the transactions
contemplated hereby made by any party; provided, however, that
Trey  shall be entitled, without the prior approval of any of the
Parties, to issue any press release or other public disclosure with respect to
such transactions required under applicable securities or other laws or
regulations (Trey shall use its best efforts to consult the other Parties in
connection with any such press release or other public disclosure prior to its
release and Buyer shall be provided with a copy thereof upon release
thereof).

     

    (j) Further
Assurances.  Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

     

    (k) No Strict
Construction.  The language used in this Agreement will be
deemed to be the language chosen by the Parties to express their mutual intent,
and no rules of strict construction will be applied against any
party.

     

     [REMAINDER
PAGE INTENTIONALLY LEFT BLANK]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the Parties have caused
this Termination and Settlement to be duly executed as of the date first written
above.

     

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              ROTH:

                                            	
                                              COMPANY:

                                            
	
                                              JEFFREY
      D. ROTH

                                            	
                                              SWK
      TECHNOLOGIES, INC.

                                            
	 
      	 
      
	 
      	 
      
	 
      	
                                              By: ___________________________________                                                     

                                            
	 
      	
                                              Name:  Mark
      Meller

                                            
	 
      	
                                              Title:   
      Chairman and Secretary

                                            
	 
      	 
      
	 
      	 
      
	
                                              JEROME
      R. MAHONEY

                                            	
                                              TREY
      RESOURCES, INC.

                                            
	 
      	 
      
	 
      	 
      
	
                                              By:                                                      

                                            	
                                              By: ___________________________________

                                            
	 
      	
                                              Name: Mark
      Meller

                                            
	 
      	
                                              Title: President
      and Chief
      Executive
Officer