AGREEMENT AND RELEASE
AGREEMENT
AND
RELEASE
THIS
AGREEMENT AND RELEASE
(hereinafter referred to as the “Agreement”) is dated as of the ____ day of
______________, 2003, by and between AmeriGroup, Inc. (“AmeriGroup”) and
________________________ (“IBG Shareholder”). This Agreement is made with
reference to the following facts and occurrences:
RECITALS
A. IBG
Shareholder may have certain claims (the “Claims”) against Para Mas Internet,
Inc., a Nevada corporation (“Para Mas”) as a result of prior dealings between
International Bible Games (“IBG”) and Para Mas due to IBG Shareholder’s status
as a shareholder of IBG.
B. AmeriGroup
and/or its shareholders have certain rights with respect to the acquisition of a
majority stock interest in Para Mas subject to the completion of certain
contingencies.
C. IBG
Shareholder is willing to release and forever discharge the Claims to encourage
AmeriGroup or its shareholders to complete the acquisition of a majority stock
interest in Para Mas.
NOW,
THEREFORE, in
consideration of the mutual promises and undertakings contained in this
Agreement, the parties hereto agree as follows:
1. ISSUANCE
OF STOCK. The
Parties agree that upon the acquisition by AmeriGroup or its shareholders of a
majority interest in the outstanding capital shares of Para Mas, AmeriGroup will
use its best efforts to file and make effective with the Unites States
Securities and Exchange Commission a registration statement that will allow Para
Mas to issue to IBG Shareholder ______________ shares of common stock of Para
Mas (the "Shares") and AmeriGroup agrees that upon such effectiveness of such
registration statement, it will cause the Shares to be issued to IBG
Shareholder.
2. RELEASE. IBG
Shareholder hereby agrees that upon the acquisition of a majority interest in
the capital shares of Para Mas by AmeriGroup or its shareholders, IBG
Shareholder releases, remises and forever discharges Para Mas, and their
officers, directors, advisors, attorney, consultants, employees, agents,
representatives, predecessors, successors and assigns of each of the foregoing,
from and against any and all claims, demands, debts, liabilities, contracts
obligations, accounts, causes of action and claims for relief, of whatever kink
or nature, whether known or unknown, arising from or by reason of, or in any way
connected with the Claims.
3. REPRESENTATIONS
AND WARRANTIES. Each of
the parties to this Agreement represents, warrants and agrees as to itself as
follows:
A. Each of
the parties has had the opportunity to receive independent legal advise from
legal counsel with respect to the advisability of executing this Agreement, and
with respect to the releases, waivers, representations and all other matters
contained herein.
B. IBG
Shareholder has not heretofore assigned, transferred, or granted, nor purposes
to assign, transfer or grant any of the Claims.
C. No party
to this Agreement (nor any officer, agent, employee, representative or attorney
of or from any party) has made any statement or representation to any other
party regarding any fact relied upon in entering into this Agreement, and each
party acknowledges that it has not relied upon any statement, representation or
promise of any other express written consent of all parties hereto, regardless
of the circumstances under which such revocation or modification is sought, and
the parties, and each of them, hereby waive any right to attack, either directly
or collaterally, this Agreement, in any order(s) and/or judgment(s) entered by
any court in accordance with this Agreement.
C. The
parties will execute all such further and additional documents as shall be
reasonable, convenient, necessary or desirable to carry out the provisions of
this Agreement.
WHEREFORE
the parties hereto enter into this agreement to be effective as the date first
above written.
IBG
SHAREHOLDER:
_____________________________________
AMERIGROUP,
INC.
_____________________________________
Xxxx
Xxxxxxx, CEO
