EXHIBIT D
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MUTUAL RECOURSE RELEASE
This Mutual Recourse Release ("Release") is made and entered into by
and between Pacific USA Holdings Corp, Pacific Financial Group, Inc. and their
affiliates ( collectively, "PUSA/PFG"), AutoPrime, Inc. ("AP") and AutoCorp
Equities, Inc. and ACE Motor Co., Inc. (collectively "ACE") and is an integral
part of a certain Master Agreement by and between the parties dated as of
October 1, 2000 (the "Master Agreement"), to which this Release is attached as
Exhibit D.
1. For valuable consideration, PUSA/PFG and AP hereby jointly, severally
and fully release and discharge ACE of and from any and all claims,
demands, liabilities, obligations, costs and expenses, direct or
indirect, contingent on fixed, known or unknown, presently existing or
hereafter arising, liquidated or unliquidated, or disputed or
undisputed, and which may directly or indirectly arise from or may be
related to all or any portion of the ACE Additional Debt, including but
not limited to those obligations defined in Exhibits H attached to the
Master Agreement.
2. For valuable consideration ACE hereby fully releases and discharges
each of PUSA/PFG and AP from any and all claims, demands, liabilities,
obligations, costs and expenses, direct or indirect, contingent or
fixed, known or unknown, presently existing or hereafter arising,
liquidated or unliquidated, or disputed or undisputed, and which may
directly or indirectly arise from or may be related to any dealings
between ACE and PUSA/PFG or AP prior to October 1, 2000.
3. Wherever "PUSA/PFG", "AP" or "ACE" is used in this Release, the terms
include the respective affiliates, officers, directors, shareholders,
agents, representatives, employees, professionals, successors and
assigns of each such parties.
4. In addition to the provisions of this Release, the provisions of the
Master Agreement shall be valid and binding upon the parties.
Executed as of October 1, 2000.
PACIFIC USA HOLDINGS CORP.
By:__________________________
Xxxx Xxxxxxx, President
PACIFIC FINANCIAL GROUP, INC. AUTOPRIME, INC.
By:__________________________ By:_________________________
Xxxx Xxxxxxx Xxxxx Xxxx
President Chief Executive Officer
AUTOCORP EQUITIES, INC. ACE MOTOR CO., INC.
By:__________________________ By:_________________________
Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx
President President
