Exhibit 5
RELEASE OF LIENS AND OBLIGATIONS
THIS RELEASE OF LIENS AND OBLIGATIONS (this "Release") is entered into and
effective as of this 23rd day of May, 2006, by XXXXXX X. XXXXXX ("Creditor") and
Tradestar Construction Services, Inc., a New Mexico corporation (the
"Corporation").
WHEREAS, Creditor has purchased from the Corporation, that certain Secured
Promissory Note dated as of November 29, 2005, in the original principal amount
of $75,000.00 (the "Note"); and
WHEREAS, pursuant to that certain Security Agreement dated as of even date
with the Note, by and between the Corporation and the Creditor (the "Security
Agreement"), the Corporation granted to Creditor a lien on its assets for the
purpose of securing the payment and performance of its obligations under the
Note; and
WHEREAS, pursuant to that certain Guaranty dated as of even date with the
Note (the "Guaranty"), Frontier Staffing, Inc., a Nevada corporation
("Guarantor"), guaranteed the payment and performance of the Corporation's
obligations under the Note; and
WHEREAS, Guarantor has changed its name to Tradestar Services, Inc., a
Nevada corporation ("Tradestar"); and
WHEREAS, Creditor has received payment in full of all amounts owing under
the Note and wishes to, among other things, (i) acknowledge receipt of such
payment and (ii) release the Corporation and Tradestar from any and all
obligations arising under or incurred in connection with the Note, the Security
Agreement, the Guaranty and any other document executed in connection therewith;
NOW THEREFORE, in consideration of the mutual agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Creditor, the Corporation and Tradestar hereby
agree as follows:
1. Creditor hereby:
(a) acknowledges receipt and acceptance of all amounts owing to Creditor
under the Note;
(b) releases the Corporation and Tradestar from all obligations arising
under or incurred in connection with the Note, the Security Agreement, the
Guaranty and any other document executed in connection therewith;
(c) releases all liens on and security interests in the Collateral (defined
in the Security Agreement), and to the extent any financing statements have been
filed with respect to the Collateral, authorizes the Corporation or its agents
to file any and all financing statements necessary for the proper termination of
such prior filings; and
(d) releases the Corporation, Tradestar and each of their affiliates,
participants, partners, shareholders, directors, officers, employees, agents and
attorneys from any and all claims, demands, actions, causes of action, costs,
expenses and liabilities whatsoever, known or unknown, at law or in equity,
which Creditor may have, as of the date hereof or in the future, against the
Corporation, Tradestar or any of their affiliates, participants, partners,
shareholders, directors, officers, employees, agents and attorneys, arising out
of or in connection with the Note, the Security Agreement, the Guaranty and any
related documents.
2. The Corporation and Tradestar hereby release Creditor and Creditor's
affiliates, participants, partners, shareholders, directors, officers,
employees, agents and attorneys from any and all claims, demands, actions,
causes of action, costs, expenses and liabilities whatsoever, known or unknown,
at law or in equity, which the Corporation or Tradestar may have, as of the date
hereof or in the future, against Creditor and/or Creditor's affiliates,
participants, partners, shareholders, directors, officers, employees, agents and
attorneys, arising out of or in connection with the Note, the Security
Agreement, the Guaranty and any related documents.
THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TEXAS.
This Release may be executed in any number of separate counterparts, each
of which, when so executed, shall be deemed an original, and all of said
counterparts taken together shall be deemed to constitute but one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have caused this Release to be executed
as of the day and year first above written.
CREDITOR:
XXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxx
---------------------------------------------
THE CORPORATION:
TRADESTAR CONSTRUCTION SERVICES, INC.,
a New Mexico corporation
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
TRADESTAR:
TRADESTAR SERVICES, INC.,
a Nevada corporation
By: /s/ Xxxxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Chief Financial Officer
