Mediation Agreement among Telzuit Technologies, Inc., Telzuit Technologies, LLC, Stephan V. Kroecker, and Bernadette E. Kroecker
This agreement documents the resolution of a dispute between Telzuit Technologies, Inc., Telzuit Technologies, LLC, and Stephan and Bernadette Kroecker. Telzuit Technologies, LLC will transfer 1,500,000 Class A Membership interests from Stephan Kroecker to the Kroeckers jointly. Telzuit Technologies, Inc. will pay the Kroeckers $100,000 in four installments. Both companies will treat the Kroeckers equally with other shareholders or members. Upon the first payment, the parties will exchange mutual general releases, with certain exceptions. The agreement also affirms a prior Assignment of Rights Agreement, with modifications.
At a mediation conference held on June 7, 2005 in Maitland, Florida pursuant to Florida’s Mediation Confidentiality and Privilege Act, Telzuit Technologies, Inc., Telzuit Technologies, LLC, Stephan V. Kroecker, and Bernadette E. Kroecker agreed as follows:
1. Telzuit Technologies, LLC shall transfer Stephan’s 1,500,000 Class A Membership interests from him individually to the Kroecker’s as husband and wife, tenants by the entireties. That amount represents their entire ownership interest in the LLC.
2. Telzuit Technologies, Inc. shall pay to the trust account of Kroeckers’ counsel the sum of $100,000.00, payable as follows:
| a. | $25,000 within 5 days of this date |
| b. | $25,000 on or before August 1, 2005 |
| c. | $25,000 on or before October 1, 2005 |
| d. | $25,000 on or before December 1, 2005 |
3. Telzuit Technologies, Inc. and Telzuit Technologies, LLC will treat the Kroeckers the same as every other shareholder or member.
4. At the time of the first $25,000 payment, the parties shall exchange mutual general releases, excepting:
| a. | the times of this agreement |
5. The Assignment of Rights Agreement attached shall remain in full force and effect except that Telzuit shall have no obligation to pay any sum to Stephan V. Kroecker or assigns.
| By: | /S/ | /S/ | ||||
| Telzuit Technologies, Inc. | Stephan V. Kroecker | |||||
| By: | /S/ | /S/ | ||||
| Telzuit Technologies, LLC | Bernadette E. Kroecker | |||||
| /S/ | /S/ | |||||
| Counsel for Telzuit | Counsel for Kroeckers | |||||
| /S/ | ||||||
| Mediator | ||||||
