Strictly Private & Confidential
Exhibit 10.18
Strictly Private & Confidential
October 9, 2013
Xxxxxx Xxxxxx
c/o Incorporated Communications Services
0000 Xxxxx Xxxx Xxxx., Xxxxx 000
Xx Xxxxxx, XX 00000
Re: California Gold Corp. – Xxxxxx Xxxxxx
Dear Xxxxxx:
This letter is to acknowledge that (i) California Gold Corp. (the “Company”) has agreed to issue to Xxxxxx Xxxxxx (“Xxxxxx”) 4,500,000 restricted shares of its common stock, $0.001 par value per share, as settlement in full (the “Settlement Shares”) of all obligations owed Xxxxxx by the Company, totaling $45,000, with respect to the consulting agreements between Xxxxxx and the Company dated January 17, 2012 and January 17, 2013 (the “Consulting Agreements”); (ii) upon receipt of the Settlement Shares by Xxxxxx, the Company shall be deemed by Xxxxxx to have paid and fully satisfied all debts and obligations to Xxxxxx with respect to the Consulting Agreements; (iii) Xxxxxx agrees, upon receipt of the Settlement Shares, to completely release and forever discharge the Company (together with the Company’s present, future and former officers, directors, shareholders, partners, principals, members, employees, agents, servants, attorneys, parents, subsidiaries, affiliates or other representatives, heirs, executors, administrators, successors and assigns (collectively, the “Released Parties”)), of and from any and all past, present or future claims, demands, obligations, actions, causes of action, rights, damages, costs, loss of services, expenses and compensation which Xxxxxx now has, or which may hereafter accrue or otherwise be acquired by Xxxxxx, on account of, or in any way growing out or relating to the Consulting Agreements; and (iv) Xxxxxx agrees, contingent upon receipt of the Settlement Shares, not to initiate or voluntarily participate in any legal action, charge or complaint against any of the Released Parties with respect to the Consulting Agreements or any other matter.
We thank you for your consideration.
Very truly yours,
California Gold Corp.
/s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: President
ACCEPTED AND AGREED to on this ___ day of October, 2013
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
0000 Xxxxx Xxxx Xxxx Xxxxx 000 Xx Xxxxxx, XX 00000
Phone: 000-000-0000 Fax: 000-000-0000
