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EXHIBIT 10.4
MUTUAL RELEASE
This MUTUAL RELEASE (the "Release"), is entered into as of March 31, 2000
by and among Goldcoast Entertainment Cruises, Inc., a Florida corporation having
its mailing address at 000 Xxxxx Xxxxxxxx Xxxx., Xxxxx 000, Xxxxx, Xxxxxxx 00000
("Goldcoast"), Concorde Gaming Corporation, a Colorado corporation, having its
principal place of business at 0000 Xxxx Xxxxxx, Xxxxx Xxxx, Xxxxx Xxxxxx 00000
("Concorde"), Concorde Cruises, Inc., a South Dakota corporation and wholly
owned subsidiary of Concorde, having its principal place of business at 0000
Xxxx Xxxxxx, Xxxxx Xxxx, Xxxxx Xxxxxx 00000 ("Concorde Cruises") and Bayfront
Ventures, a Florida general partnership having its principal place of business
at 000 Xxxxx Xxxxxxxx Xxxx., Xxxxx 000, Xxxxx, Xxxxxxx 00000 ("Bayfront
Ventures"). Goldcoast, Concorde and Bayfront Ventures are each sometimes
referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, Goldcoast owes (i) $75,208 to Concorde Cruises under that certain
promissory note dated November 9, 1998 in the original principal amount of
$95,000 (the "Concorde Note"), and (ii) $3,959 to Bayfront Ventures under an
obligation to pay Bayfront Ventures the original principle amount of $5,000 (the
"Bayfront Amount"); and
WHEREAS, Concorde and/or Bayfront Ventures has advanced Goldcoast funds
(the "Advances") under the terms of a certain join venture agreement dated
August 27, 1997 (the "Joint Venture Agreement") by and between Goldcoast and
Concorde Cruises; and
WHEREAS, under the Second Amendment to the Joint Venture Agreement dated
November 2, 1998, Goldcoast has agreed to pay Bayfront Ventures $150,000, which
amount may only be waived in the event that Concorde Cruises annualized rate of
return on its capital contribution to Bayfront Ventures is 33.3% or greater over
the Project's first three years of operations (the "Bayfront Advances"); and
WHEREAS, Concorde and/or Concorde Cruises owes to Goldcoast $83,493 (the
"Goldcoast Amount" and together with the Concorde Note, the Advances, the
Bayfront Amount and the Bayfront Advances, the "Indebtedness"); and
WHEREAS, for and in consideration of the execution and delivery of that
certain Partnership Interest Purchase Agreement dated March 31, 2000, by and
among, Goldcoast, Concorde Cruises, Xxxxxxx X. Xxxxxx and Xxxxx Xxxxxxxx (the
"Purchase Agreement"), the Parties desire to release each other from the
Indebtedness.
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
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1. Bayfront Ventures, Concorde and Concorde Cruises each hereby release
Goldcoast and its subsidiaries, directors, officers, agents, affiliates,
attorneys, employees, successors and assigns (collectively, the "Releasee") from
any and all actions, causes of actions, damages, judgments, liability,
obligations and claims whatsoever in law or in equity, whether known or unknown,
of every nature and kind whatsoever, against the Releasee, which Bayfront
Ventures, Concorde or Concorde Cruises, ever had, now has or hereafter can,
shall, or may have, arising out of or in connection with the Bayfront Amount,
the Bayfront Advances, the Concorde Note and the Advances.
2. Goldcoast hereby releases Concorde, Bayfront Ventures and Concorde
Cruises and each of their subsidiaries, directors, officers, agents, affiliates,
attorneys, employees, successors and assigns (collectively, the "Concorde
Releasee") from any and all actions, causes of actions, damages, judgments,
liability, obligations and claims whatsoever in law or in equity, whether known
or unknown, of every nature and kind whatsoever, against the Concorde Releasee,
which Goldcoast ever had, now has or hereafter can, shall, or may have, arising
out of or in connection with the Goldcoast Amount.
This Mutual Release shall be binding on all Parties, their predecessors,
successors, subsidiaries, parents and assigns.
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IN WITNESS WHEREOF, the Parties hereto have executed and delivered or
caused Release to be executed and delivered by their authorized representatives
as of the date first written above.
GOLDCOAST ENTERTAINMENT CRUISES, INC.
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx, President
BAYFRONT VENTURES
By: CONCORDE CRUISES, INC., as general partner
By: /s/ XXXXX X. XXXX
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Xxxxx X. Xxxx, President
By: GOLDCOAST ENTERTAINMENT CRUISES, INC.,
as general partner
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx, President
CONCORDE GAMING CORPORATION
By: /s/ XXXXX X. XXXX
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Xxxxx X. Xxxx, President and CEO
CONCORDE CRUISES, INC.
By: /s/ XXXXX X. XXXX
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Xxxxx X. Xxxx, President
