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Re: None

Tuesday, 12/17/2013 7:23:28 PM

Tuesday, December 17, 2013 7:23:28 PM

Post# of 44231
mdhi is trying get rid of joe noel and biotec.

I. Settlement and Release of Claims.



A. Except for the portion of the Convertible Debt not covered in the Assignment of Debt Agreements, which is thought to equal $25,908.07 relating to the remaining balance of March 2009 Notes and portions of various other Notes, MDHI Debt Holders, generally and specifically, forever release, discharge, forgive and acquit the Company and its officers, directors, employees, agents, insurers, limited partners, partners, shareholders, independent contractors and attorneys of and from any and all claims, demands, liabilities, actions, causes of action, damages, expenses, and obligations at law or in equity, including but not limited to costs and attorney's fees, arising out of or in any way related to the portions of the Convertible Note Purchase Agreement relating to the Convertible Notes and any other agreements or instruments entered into by the Company pursuant to the Convertible Note Purchase Agreement relating to the Convertible Notes; provided, that the foregoing release shall not apply to any claims, demands, liabilities, actions, causes of action, damages, expenses, and obligations at law or in equity that are not currently known to such MDHI Debt Holders This release applies only to the Convertible Note as contemplated in this Settlement Agreement. If the amount of Convertible Debt not covered under the Assignment of Debt Agreements at a later date is determined to equal an amount great than $25,908.07, then the amount of unconverted debt will adjusted according to equal that higher number and the Convertible Debt holder will retain all rights to conversion relative to the adjusted amount.



B. Biotech Development Group, LLC generally and specifically, forever release, discharge, forgive and acquit the Company and its officers, directors, employees, agents, insurers, limited partners, partners, shareholders, independent contractors and attorneys of and from any and all claims, demands, liabilities, actions, causes of action, damages, expenses, and obligations at law or in equity, including but not limited to costs and attorney's fees, arising out of or in any way related to the portions of a certain Credit Line Agreement dated as of January 6, 2012 (the “Credit Line Agreement”), and any other agreements or instruments entered into by the Company pursuant to a certain Credit Line Agreement; provided, that the foregoing release shall not apply to any claims, demands, liabilities, actions, causes of action, damages, expenses, and obligations at law or in equity that are not currently known to such Biotech. This release applies only to the Credit Line as contemplated and as specifically defined, in this Settlement Agreement.



C. The Company generally and specifically, forever release, discharge, forgive and acquit Biotech and its members, officers, directors, employees, agents, insurers, limited partners, partners, shareholders, independent contractors and attorneys of and from any and all claims, demands, liabilities, actions, causes of action, damages, expenses, and obligations at law or in equity, including but not limited to costs and attorney's fees, arising out of or in any way related to short term, long term loans or any and all other types of loans or other obligations made to or due from Biotech and/or its members, officers, directors, employees, agents, insurers, limited partners, partners, shareholders, independent contractors, and any other agreements or instruments.



reference source
http://www.sec.gov/Archives/edgar/data/1443089/000114420413066818/v362777_pre14c.htm
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