Sample Business Contracts

Settlement and Release Agreemient - Cymedix, Keith Berinan, Barbara Asbell, Global Med Technologies, and Mick Ruxin

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Cymedix  (Formerly  MedSoft  OnLine)          ("Cymedix")
100  E.  Thousand  Oaks  Boulevard,  Suite  117
Thousand  Oaks,  CA  91360

Keith  Berinan                                (  "Berman")
Barbara  Asbell                               ("Asbell")
100  E.  Thousand  Oaks  Boulevard,  Suite  117
Thousand  Oaks,  CA  91360

Global  Med  Technologies                     ("Global")
(Formerly  Global  Data  Technologies)
Global  Data  Technologies
12600  West  Colfax
Suite  A500
Lakewood,  Colorado  80215-3734

Mick  Ruxin                                   ("Ruxin")
Global  Data  Technologies
12600  West  Colfax
Suite  A500
Lakewood,  Colorado  80215-3734

Place:          Los  Angeles,  California



WHEREAS,  Cymedix  and  Global  entered  into a series of related transactions
beginning  on  or  about  February  26, 1996; and Whereas a dispute has arisen
between  the  parties  regarding  these  related transactions; and Whereas the
parties  wish  to  resolve  their  disputes;

NOW,  THEREFORE,  it  is  agreed  as  follows:

(1)       MUTUAL RELEASE.  Except as otherwise provided in this agreement, and
in  consideration for the promises and undertakings contained herein, Cymedix,
Berman and Asbell on the one hand and Global and Ruxin on the other hand, each
for  him,  her  or  itself  and  for  his, her or its respective subsidiaries,
predecessors,  successors,  assigns,  officers,  and  directors, shareholders,
agents,  attorneys,  representatives, employees, owners, managers, contractors
and  subcontractors do hereby and forever generally, completely and absolutely
release  and  discharge  the  other  and  each  of  his, her or its respective
predecessors,  successors, assigns, officers, directors, shareholders, agents,
attorneys, representatives, employees, insurers, partners, managers, and heirs
of  and  from  any  and  all  claims,  actions, causes of action, obligations,
liabilities,  injuries  and damages of every kind and nature whatsoever, known
or  unknown,  foreseen or unforeseen, asserted or unasserted, including claims
for  breach  of  contract up through and including the date of this agreement,
which  any such person or entity may now have or hereinafter claim to have due
to,  arising  from or based in whole or in part upon any act, omission, event,
transaction,  matter  or  thing  involved,  alleged or referred to, or arising
directly  or  indirectly  from  or  in  connection  with  any  of  the  past
transactions,  agreements,  understandings, associations, relationships and/or
course  of  dealing  between Cymedix and Global including, without limitation,
all  matters  in  controversy or that could have been placed in controversy by
either  of  them.    The  parties, in making this release, specifically except
those  items  set  forth  in  paragraph  9  below.


(a)     Global hereby modifies the convertible promissory note of February 26,
1996,  in  the amount of $250,000.00 (hereinafter the "Note") by extending the
Maturity Date (as defmed in Paragraph 1.02 of the Loan and Security Agreement)
from  February  26,  1997  to  December  31,  1997.

(b)          Global  hereby grants to Cymedix the option to further extend the
Maturity  Date  of  the  note  for  an  additional 180 days.  Cymedix may only
exercise the option if it has not been successful in raising an additional one
and  one  half  million  dollars ($1,500,000.00) in equity capital between the
date  of  this  agreement  and  December  31,  1997.

(3)     EXTENSION OF CONVERSION RIGHTS.  All of Global's rights to convert the
Note  to  stock shall be extended to December 31, 1997, or to the last date to
which payment on the, Note is due should Cymedix exercise its option to extend
the  Maturity  Date,  as set forth in paragraph 2(b) above, provided, however,
that  Global  agrees  that  it  shall  not exercise its option until after the
maturity  date  or  any  extension  thereof.

(4)     LICENSE AGREEMENT.  Global shall be licensed to use Cymedix technology
in  the  blood  bank  and  drug  testing  markets,  which  license shall be in
substantially  the  form  of  that  used  by  Cymedix  for  such  licenses.



(a)     Global shall be appointed by Cymedix as its Exclusive Distributor, for
a  period  of  180  days,  for  the  sale  of  Cymedix  products to FHP.  Such
Distributorship  shall  be  substantially  in  the form of the Distributorship
Agreement  used by Cymedix for such purposes, and shall terminate at the close
of  business  on  the  180th  day  from  the  date  of  the  agreement.

(b)          Global  shall  be  appointed  by  Cymedix  as  a  Non-Exclusive
Distributorship  for  the  sale of Cymedix products throughout the continental
United  States.  Such Distributorship Agreement shall be for a period of three
years,  and  shall  be  substantially  in  the  form  used by Cymedix for such

(6)          MEETINGS  WITH  FHP.

Global  shall  exercise  its  good faith and best efforts to arrange a meeting
within  the next 30 days between a representative of Cymedix and the President
and  CEO  of  FHP,  or  some  mutually  agreed  upon  officer  of  FHP.


Mr.  Ruxin  shall,  on behalf of Global, prepare a letter of recommendation of
Cymedix  and  its  products covering the points set forth on Exhibit D hereto.


(a)          The  following  language  is deleted from the second introductory
paragraph: "MSOL and Global are negotiating the terms of a definite agreement.
MSOL  will  become  a  subsidiary  of  Global  if  the  merger  is  completed.

(b)          Section  1.02  is  specifically  modified  by paragraph 2 of this

(c)          Section  1.03  is  deleted.

(d)          Section  3.01(b)  shall  be  modified, and shall read as follows:

     "(b)       MSOL shall not grant or permit any security interest in any of
the  collateral  to  anyone  except  Global  unless  (1)  such security holder
acknowledge the prior security of Global; or (2) Global consents in writing to
the  granting  of  such  a  security  interest."

(e)          Sections  3.01(c)  is  deleted.

(f)          Section  3.01(h)  shall  be  modified, and shall read as follows:

     (h)          Cymedix, Berman and Asbell agree during the pendency of The
Note,  and  until  the  same  is  either  paid  in full, converted to stock or
otherwise  satisfied,  that  no  further  shares  of stock in Cymedix shall be
issued  to  Berman  or  Asbell  except  for cash payment or in lieu of accrued
salary.    Any  such  stock  purchase  shall  be  subject  to  the  following:

          (1)      The stock price shall be the higher of either the price per
share  in  the  most  recent private placement offering or Global's conversion

          (2)         Berman and Asbell shall each be entitled to purchase, in
exchange  for  accrued  salary, up to $100,000 in stock per year, and no more.

This  paragraph  shall  not  apply  to  the exercise of any warrants issued to
Berman  or  Asbell  prior  to  October  15,  1996.

(g)          All  references  to  any  proposed  merger  are  deleted.

             ------------------------------------     ----------------

(a)          Paragraph  8a  and 8b of the Letter of Intent between Cymedix and
Global,  dated  February  26,  1996.
(b)          All  rights  that  Global  may  have  under  The  Note  except:

     (1)       Any modifications contained in the Agreement shall control over
the  language  of  the  Note.

     (2)      The paragraph on page two of the Note, commencing with the words
"In  consideration for making the Loan evidenced by this Note, maker agrees:",
and  subparagraphs  (a)  through  (c)  thereunder,  is  deleted.

     (3)          All  references  to  any  proposed  merger  are  deleted.

(c)          The  Loan  and  Security  Agreement,  as  modified  herein.


With  respect  to the obligations created by or arising out of this agreement,
as  well  those  items specifically excluded from this mutual general release,
all  rights  under  California  Civil Code Section 1542 and any similar rights
under  any  similar  federal,  state or local statute, rule or regulation, are
hereby  expressly  waived  by  each party.  California Civil Code Section 1542
provides  as  follows:

"A  general  release does not extend to claims which the creditor did not know
or  suspect  to exist in his favor at the time of executing the release, which
if  known by him must have materially affected his settlement with the debtor.

(11)          ENTIRE  AGREEMENT.

This  agreement  contains the entire agreement between the parties with regard
to  the  subject matter thereof.  It may not be altered, modified or otherwise
changed in any manner except in a writing signed by all of the parties hereto.


Date:  _________________________                By:____________________
          Global  Med  Technologies

Date:___________________________                By:____________________

Date:___________________________                By:____________________
          Barbara  Asbell

Date:__________________________                 By:____________________
          Keith  Berman

Date:__________________________                 By:____________________
          Mick  Ruxin