TERMINATION AGREEMENT AND MUTUAL RELEASE
entered into this 21st day of October
(the "Agreement")
BETWEEN
MR3 Systems, Inc., a Delaware corporation, whose address is 000 Xxxxxxx Xxxxxx,
Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 ("MR3"); and
Transcontinental Minerals, Inc., a Colorado C-Type corporation; Consolidated
Empire Mines, Ltd.; a Colorado Limited Partnership; Empire Gold LLC., a Vermont
Limited Liability Company; and Consolidated Empire Gold, Inc., a Colorado
corporation, each of whose address is 00000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx,
Xxxxxxxx 00000 (all entities collectively referred to herein as "CEG").
The CEG and the MR3 are at times referred to herein individually as a "Party",
or collectively as the "Parties" hereto.
RECITALS
WHEREAS, MR3 and CEG entered into an agreement, dated October 23, 2002,
which replaced and earlier agreement dated June 18, 2002, and which was
subsequently amended effective May 1, 2003 (collectively the "Agreements")
WHEREAS, the parties wish to terminate the Agreements and enter into a
Mutual Release.
NOW THEREFORE, in consideration of the premises, terms and conditions
set forth herein, and for other good and valuable consideration, the parties
agree as follows:
1. TERMINATION OF AGREEMENTS
The parties hereby agree to the termination of the Agreements,
effective immediately.
2. MUTUAL RELEASE
Each Party voluntarily agrees to waive any and all rights and actual
and potential claims against the other Party arising out of or related
to the Agreements, and each Party hereby releases and forever
discharges the other Party and each such other Party's respective
officers, directors, agents and employees (collectively the
"Releasees") of and from all actions, claims and demands whatsoever,
arising as a result of, or in any way related to, the Agreements,
including claims for tort damages, and/or any compensatory, special,
consequential, punitive or liquidated damages, attorney's fees, costs,
or expenses of any kind or description All of the foregoing is
collectively referred to as "Claims."
Each Releasor further agrees that this is a complete and full discharge
and release of all Claims against the respective Releasees, whether
known or unknown, and expressly includes any rights and benefits under
California Civil Code Section 1542 (or any other similar state law),
which states that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME
OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
3. MISCELLANEOUS
a. This Agreement contains the entire understandin of the Parties
regarding its subject matter and may not be changed except by
a written instrument signed by all Parties. This Agreement
will be governed by and construed in accordance with the laws
of the State of Colorado without regard to conflict of law
rules. Each and every provision of this Agreement is
severable; if any term or provision is held to be invalid,
void, or unenforceable by a court of competent jurisdiction
for any reason whatsoever, such ruling will not affect the
validity of the remainder of this Agreement. This Agreement
will inure to the benefit of and be binding upon the Parties
and their respective successors and assigns.
b. In signing this Agreement, each Party agrees that it is
signing it voluntarily, that each Party has read this
Agreement and had sufficient time and opportunity to consider
it and to consult with an attorney, and that this Agreement
contains a full and final release of all Claims.
c. A signed facsimile copy of this Agreement shall be deemed the
same as a signed original copy.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the day and year first set forth hereinabove.
MR3 Systems, Inc.
By: /s/ XXXXXXX X. XXXX
------------------------------------------
Xxxxxxx X. Xxxx, Chairman and CEO
Consolidated Empire Gold, Inc.
Operator - Grace Mining Project
By: /s/ XXXXXXX X. XXXX
------------------------------------------
Xxxxxxx X. Xxxx, President
Transcontinental Minerals, Inc.
By: /s/ XXXXXXX X. XXXX
------------------------------------------
Xxxxxxx X. Xxxx, President
Consolidated Empire Mines, Ltd.
By: /s/ XXXXXXX X. XXXX
------------------------------------------
Xxxxxxx X. Xxxx, President,
Marquette Minerals, Inc., General Partner
Empire Gold LLC
By: Consolidated Empire Gold, Inc., its Operator
/s/ XXXXXXX X. XXXX
------------------------------------------
Xxxxxxx X. Xxxx, President
