ACKNOWLEDGMENT OF SATISFACTION OF OBLIGATION AND
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TERMINATION OF ESCROW AGREEMENT AND PLEDGE AGREEMENT
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Xxx Xxxxxxxx Holding Corporation ("Xxxxxxxx") hereby acknowledges that
Casino Resource Corporation, now known as XxxxxxXxxxXxxxxxxxxxxx.xxx
Incorporated ("Bounceback") satisfied all of its obligations to Xxxxxxxx under
Debenture Number One and Debenture Number Two (also known as the "New
Debentures") made by and between Bounceback and Xxxxxxxx dated as of December
31, 1999 (collectively the "Debentures").
Pursuant to the Escrow Agreement dated as of March 3, 1999 by and amont
Baounceback, Xxxxxxxx and Mesirov Xxxxxx Xxxxx Xxxxxx & Xxxxxxxx, LLP, now known
as Xxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP, as escrow agent, ("Escrow Agent"), as
amended by the amendment to Escrow Agreement dated as of December 31, 1999 (the
"Amendment" and collectively with the Escrow Agreement the "Escrow Agreement"),
Xxxxxxxx hereby directs Escrow Agent to return the 1,100,000 shares remaining in
escrow to Bounceback, together with an executed assignment separate from
certificate, for cancellation.
Pursuant to the terms of the Pledge Agreement by and between Xxxxxxxx
as Pledgee and Bounceback as Pledgor dated as of December 31, 1999 ("Pledge
Agreement"), Xxxxxxxx confirms that the Pledge Agreement is terminated and shall
cease to be of any further force or effect.
Pursuant to the Escrow Agreement, Xxxxxxxx hereby confirms that the
Escrow Agreement is terminated and shall cease to be of any further force or
effect.
XXX XXXXXXXX HOLDING CORP.
BY: s/ Xxx Xxxxxxxx, III
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Xxx Xxxxxxxx, III, President
Chief Executive Officer and Treasurer
Dated: December 11, 2001
RELEASE
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FOR AND IN CONSIDERATION of the Escrow Agreement dated as of March 3,
1999 by and among Casino Resource Corporation now known as
XxxxxxXxxxXxxxxxxxxxxx.xxx Incorporated ("Bounceback"), the Xxx Xxxxxxxx Holding
Corporation ("Xxxxxxxx"), and Mesirov Xxxxxx Xxxxx Xxxxxx & Xxxxxxxx, LLP, now
known as Schnader Xxxxxxxx Xxxxx & Xxxxx, LLP, as escrow agent (the "Escrow
Agent"), as amended by the amendment to Escrow Agreement dated as of December
31, 1999 (collectively with the Escrow Agreement the "Escrow Agreement"), and
the Pledge Agreement by and between Xxxxxxxx as Pledgee and Bounceback as
Pledgor dated as of December 31, 1999 (the "Pledge Agreement"), Xxxxxxxx hereby
releases Escrow Agent and all of its partners, associates, employees,
successors, predecessors, assigns and all of their representatives, from all
actual or potential claims and matters relating or arising with respect to the
Escrow Agreement and Pledge Agreement.
XXX XXXXXXXX HOLDING CORP.
BY: s/ Xxx Xxxxxxxx III
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Xxx Xxxxxxxx, III, President
Chief Executive Officer and
Treasures
Dated: December 11, 2001
ANNEX A
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Certificate Number Number of
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Escrowed Shares
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1. Certificate #3173 100,000
2. Certificate #3174 100,000
3. Certificate #3175 100,000
4. Certificate #3176 100,000
5. Certificate #3177 100,000
6. Certificate #3178 100,000
7. Certificate #3179 100,000
8. Certificate #3186 50,000
9. Certificate #3187 50,000
10. Certificate #3188 50,000
11. Certificate #3180 25,000
12. Certificate #3181 25,000
13. Certificate #3182 25,000
14. Certificate #3183 25,000
15. Certificate #3184 25,000
16. Certificate #3185 25,000
17. Certificate #3189 5,000
18. Certificate #3190 5,000
19. Certificate #3191 5,000
20. Certificate #3192 5,000
21. Certificate #3193 5,000
22. Certificate #3194 5,000
23. Certificate #3195 5,000
24. Certificate #3196 5,000
25. Certificate #3197 5,000
26. Certificate #3198 5,000
27. Certificate #3199 5,000
28. Certificate #3200 5,000
29. Certificate #3201 5,000
30. Certificate #3202 5,000
31. Certificate #3203 5,000
32. Certificate #3204 5,000
33. Certificate #3205 10,000
34. Certificate #3206 10,000
Total 1,100,000
ASSIGNMENT SEPARATE FROM CERTIFICATE 123A
For Value Received, Xxx Xxxxxxxx Holding Corporation, does hereby sell, assign
and transfer unto XxxxxxXxxxXxxxxxxxxxxx.xxx,Incorporated One Million One
Hundred Thousand (1,100,000) shares of the Common Capital Stock of
XxxxxxXxxxXxxxxxxxxxxx.xxx,Incorporated standing in its name on the books of
said corporation represented by the Certificates listed on Annex A herewith and
do hereby irrevocably constitute and appoint attorney to transfer the said stock
on the books of the within named Company with full power of substitution in the
premises.
XXX XXXXXXXX HOLDING CORPORATION
Dated December 11, 2001 By: s/ Xxx Xxxxxxxx, III
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Xxx Xxxxxxxx, III, President
In presence of
s/ Xxxxxx X. Xxxxxxxxxxxx
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UCC-03 State of Mississippi UCC-3
Financing Statement
1. Debtors
XxxxxxXxxxXxxxxxxxxxxx.xxx, Inc.
000 Xxxxxxxxx Xxxxxxxxx
Xxxxx Xxxxxxx, XX 00000
2. Secured Party
Xxx Xxxxxxxx Holding Corp.
00000 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
3. This statement refers to the original Date Filed: 1/21/2000
Financing Statement bearing:
File Number 1396953
4. Check reason for filing
|X| Termination - Secured Party no
longer claims a security interest
under the Financing Statement
bearing file number shown above
5. Assignee
6. Description
7. Number of additional sheets attached: 0
s/ Xxxx X. Xxxxxx XXX XXXXXXXX HOLDING
Signature of Debtor CORP.
By: s/Xxx Xxxxxxxx, III
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