ex103.htm

3. “Obligee” as used herein shall mean all parties identified hereinabove as Obligee and who are parties to this Agreement, and shall include any and all “Derivative Claimants” and “Entities” as defined below.

5. “Derivative Claimants” shall mean any person or entity acting by, through, or under an Obligee (including by reason of marriage or family relationships, any such person), or any of the Entities of an Obligee.

6. “Entities” of a party shall mean those persons and/or entities (whether now in existence or not), and which are or were formerly owned or controlled, in whole or in part, directly or indirectly, by a party to this Agreement, or any Derivative Claimant, and their respective entities, employers, employees, directors, shareholders, officers, assigns, predecessors, successors, attorneys, representatives or agent of such persons and/or entities.

7. “Representatives” of a person or entity shall mean and include all of that person’s or entity’s past or present principals, agents, servants, employees, attorneys, consultants, experts, partners (both general and/or limited), equity participants, officers, directors, shareholders, parent companies, subsidiaries, affiliates, predecessors, successors, assigns, estates, beneficiaries, heirs, devisees, legatees, trustees, and personal representatives.

WHEREAS, this Settlement Agreement, and the execution hereof, does not, and is not intended to be, construed to be, or is an admission of any fault or wrongdoing by or on behalf of Obligee or Obligor, all such claims having been expressly denied heretofore, and the parties continue to deny the same; and

3. Obligee, American Home Market, represents and warrants that Obligee has approved of all of the terms, conditions and covenants of this Settlement Agreement as evidenced by the duly authorized signature to this Settlement Agreement.

4. Obligor, Etelcharge.com, represents and warrants that Obligor has approved of all of the terms, conditions and covenants of this Settlement Agreement as evidenced by the duly authorized signature to this Settlement Agreement.

1. Obligee American Home Market, warrants and represents that Obligee has no awareness of the existence of any actual or potential claim, demand, suit, cause of action, charge or grievance possessed by Obligee, which is not subject to and fully released by this Settlement Agreement, except for matters as may be expressly excluded in this Settlement Agreement, that concerns or relates in any way, directly or indirectly, to the promissory note.

2. Obligee, American Home Market, warrants and represents that Obligee has not assigned, authorized or transferred (in any way, whether directly or indirectly) any claims, demands, suits, causes of action, charges, or grievances of any kind or character, which Obligee had or may have had prior to and including the Effective Date against Obligor, Etelcharge.com. Obligee, American Home Market, has nor owns no part of any actual or potential claims, demands, Suits, causes of action, charges, or grievances of any kind or character against Obligor which are not subject to and released by this Settlement Agreement.

1. In consideration of the total sum of the outstanding debt under the signed promissory note and in further consideration of the “Non-Cash Inducement” described hereinabove from Obligor, the receipt and sufficiency of which is hereby acknowledged by Obligee, and in consideration of the mutual agreements, conditions, representations, warranties, recitals, covenants and statements of intention contained herein, Obligee, American Home Market hereby accepts the above-referenced payment and Non-Cash Inducement in full settlement, compromise and release of all claims as arising out of or in connection with the Lawsuit, pursuant to this Settlement Agreement, against Obligor, Etelcharge.com.

2. Obligor shall tender such sum in the following manner: on the Effective Date of this Agreement, Obligor shall deliver a certified issuance of stock in Etelcharge.com for 50,000,000 shares to American Home Market.

1. The intent of the parties hereto is that each person or entity executing this Settlement Agreement shall, by reason of such execution, be entirely free of any and all actual or potential claims, suits, demands, causes of action, charges or grievances of any kind or character, regardless of the nature or extent of the same, arising from the promissory note.

2. Obligee, American Home Market, hereby fully and finally RELEASES, ACQUITS, AND FOREVER DISCHARGES Obligor, Etelcharge.com (any of Obligor's representatives), and Obligee further covenants not to assert in any manner against any of such persons or entities released hereby, any and all actual or potential claims held by Obligee, against Obligor, and/or any suits, demands, causes of action, charges or grievances of any kind or character whatsoever, heretofore or hereafter accruing for or because of any matter done, omitted or suffered to be done by any such party hereto prior to and including the date hereof, and in any manner (whether directly or indirectly) arising from or related to the promissory note.

3. Obligor, Etelcharge.com, hereby fully and finally RELEASES, ACQUITS, AND FOREVER DISCHARGES Obligee, American Home Market (and Obligee’s representatives), and Obligor further covenants not to assert in any manner against any of such persons or entities released hereby, any and all actual or potential claims held by Obligor against Obligee and/or any suits, demands, causes of action, charges or grievances of any kind or character whatsoever, heretofore or hereafter accruing for or because of any matter done, omitted or suffered to be done by any such party hereto prior to and including the date hereof, and in any manner (whether directly or indirectly) arising from or related to the promissory note.

It is understood and agreed that this Settlement Agreement shall inure to the benefit of Obligee, American Home Market and/or the representatives of Obligee. No other person or entity is intended to benefit by or be deemed a third-party beneficiary of this Settlement Agreement.

American Home Market and Obligor, Etelcharge.com and/or representatives, with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements, and understandings related to the subject matter hereof, including but not limited to, the promissory note. No representations, warranties, recitals, covenants, or statements of intention have been made by, or on behalf of, any party hereto which is not embodied in this Settlement Agreement or in connection

Obligee, American Home Market, and Obligor, Etelcharge.com and/or their representatives, understand and agree that no payment made nor released pursuant to the terms of the Settlement Agreement, or other consideration given shall be intended to be, nor shall be construed to be, an admission of liability and any and all such liability is expressly denied.

If any one or more of the provisions of this Settlement Agreement, or the application of any such provision to any person, entity, or Set of circumstances, shall be determined to be invalid, unlawful, or unenforceable to any extent at any time, the remainder of this Settlement Agreement, and the application of such provision to persons, entities, or circumstances other than those as to which it is determined to be invalid, unlawful, or unenforceable, shall not be affected, and shall continue to be enforceable to the fullest extent permitted by law. Any invalid, unlawful, or unenforceable provision hereof shall be reformed to the extent necessary to render it valid, lawful, and enforceable in a manner consistent with the intentions of the parties hereto regarding such provision.

This Settlement Agreement constitutes the entire agreement and understanding of Obligee, American Home Market and Obligor, Etelcharge.com and/or representatives, with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements, and understandings related to the subject matter hereof, including but not limited to, the promissory note. No representations, warranties, recitals, covenants, or statements of intention have been made by, or on behalf of, any party hereto which is not embodied in this Settlement Agreement or in connection with the transactions contemplated hereby, and no party hereto shall be bound by, or liable for, any alleged representation, warranty, recital, covenant, or statement of intention not so set forth. All the terms, provisions, conditions, covenants, warranties, recitals, and statements of intention in this Settlement Agreement shall be binding upon, inure to the benefit of, and be enforceable by Obligee, American Home Market and Obligor, Etelcharge.com, and/or their representatives.

The parties expressly agree that the terms and conditions of this Agreement, and all matters relating to the promissory note not otherwise contained in any public records, shall be kept strictly confidential and shall not be revealed or divulged to any third persons or entities except as necessary for tax purposes and/or necessary and legitimate purposes, or pursuant to a court order. The parties further agree and acknowledge that this Agreement not be disseminated to any third party without the prior written consent of the parties to the Settlement Agreement.

This Settlement Agreement shall be construed in accordance with the governing laws of the State of Texas. The obligations of the parties are performable, and venue for any legal action arising out of this Settlement Agreement shall lie in Dallas County, Texas.

EACH RELEASING PERSON, ENTITY, OR PARTY WARRANTS THAT SUCH PARTY HAS READ THIS FULL AND FINAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE (INCLUDING EXHIBITS) AND FULLY UNDERSTANDS IT. EACH PARTY WARRANTS THAT SUCH PARTY IS OF LEGAL COMPETENCE OR LEGAL CAPACITY, AND IS FREE, WITHOUT DURESS, TO EXECUTE THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE, AND THAT SUCH PARTY HAS DONE SO OF FREE WILL AND ACCORD, WITHOUT RELIANCE ON ANY REPRESENTATION OF ANY KIND OR CHARACTER NOT EXPRESSLY SET FORTH HEREIN.

This Settlement Agreement may be signed in counterparts, and each counterpart shall constitute an original. The parties hereto have executed this Full and Final Settlement Agreement and Mutual Release on the dates set forth opposite their names, to be effective as of March 14, 2007.