EXHIBIT 10.2
MUTUAL RELEASE
This Mutual Release is entered into as of April 30, 2001, between Bail
Corporation, a Colorado corporation ("Bail"), and Corporate Management Services,
Inc., a Colorado corporation ("CMS").
1. Recitals. From April 1998 to April 2001, CMS owned approximately 82% of
the outstanding shares of Bail's common stock. During that period, CMS advanced
a total of approximately $5,400 to Bail for legal, accounting, general and
administrative expenses, which amount was treated as an accrued liability by
Bail (the "Bail Debt"). During that period, CMS earned less than $100 per year
in interest income from funds attributable to Bail, which amount was treated by
Bail as interest income receivable from CMS (the "CMS Debt").
2. Releases.
(a) CMS, for itself and its successors and assigns, does hereby
release, acquit, forever discharge, and covenant not to xxx Bail, its
officers, directors, shareholders, agents, successors and assigns, from,
against and with respect to all past and present claims, liabilities or
obligations of any nature whatsoever, whether accrued or contingent,
including but not limited to the Bail Debt.
(b) Bail, for itself and its successors and assigns, does hereby
release, acquit, forever discharge, and covenant not to xxx CMS, its
officers, directors, shareholders, agents, successors and assigns, from,
against and with respect to all past and present claims, liabilities or
obligations of any nature whatsoever, whether accrued or contingent,
including but not limited to the CMS Debt.
(c) CMS and Bail understand that they may have suffered damages that
are unknown to them at present and that unknown damages may arise in the
future. CMS and Bail acknowledge that their mutual execution and delivery
of this Mutual Release is intended to and does release and discharge any
claims by them in regard to such unknown or future damages.
(d) CMS and Bail understand that they may hereafter discover facts
and/or claims different from, or in addition to, those which they now know
or believe to be true with respect to the claims released above, and they
agree that this Mutual Release shall be effective and remain effective in
all respects, notwithstanding such differed or additional facts and/or
claims or the discovery thereof.
3. Due Authority. Each party hereto represents and warrants that it has
full capacity and authority to enter into and perform this Mutual Release and
that no other person or entity has or will in the future acquire or have any
right to assert against any person or entity released by this Mutual Release any
portion of that party's released claims.
4. Miscellany. This Mutual Release:
(a) may be executed in counterparts, all of which shall constitute
one agreement;
(b) contains the entire agreement between the parties regarding the
subject matter discussed herein;
(c) may not be modified in any manner, nor may any rights provided
for herein be waived, except by an instrument in writing signed
by the party to be charged with such modification or waiver;
(d) shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns; and
(e) shall be construed in accordance with and governed by the laws of
the State of Colorado.
BAIL CORPORATION CORPORATE MANAGEMENT SERVICES, INC.
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Name: Xxxxxxx X. Xxxx, Xx. Name: Xxxxxx X. Xxxxxxx
Title: President Title: President