EXHIBIT 2.8 TO FORM 8-K
RELEASE OF PLEDGE AGREEMENT
This Release of Pledge Agreement ("Agreement") is entered into by and
between Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X.
Xxxxxxxx and Xxxxxx Xxxx (the "Releasing Parties"), AutoPrime, Inc., a Nevada
corporation ("AutoPrime") and X. X. Xxxxx, III ("Escrow Agent"), and is part of
a transaction detailed in a certain Master Agreement of even date (the
"Transaction").
RECITALS
A. Effective October 31, 1997, the Releasing Parties, AutoPrime
and the Escrow Agent entered into a certain Pledge Agreement,
a copy of which is attached hereto and incorporated herein
(the "Pledge Agreement").
B. The 600,000 shares of common stock of AutoCorp Equities, Inc.
("AutoCorp") which was pledged to AutoPrime by the Releasing
Parties is to be released from pledge and transferred to
AutoCorp and/or its designees, as a part of the Transaction.
C. It is the desire and intention of the parties hereto that the
Pledge Agreement be terminated and that the 600,000 shares of
pledged AutoCorp common stock be released by the Escrow Agent.
AGREEMENT:
1. The Escrow Agent shall release the pledged 600,000 shares of
common stock of AutoCorp (the "Common Stock") and deliver the
same to Xxxxxxx Xxxxxx, president of AutoCorp, for transfer,
as authorized agent and attorney-in-fact for, each and all of
the Releasing Parties, all of such Common Stock to be
transferred to such persons and entities as are designated by
AutoCorp.
2. For the purpose of such transfer, Xxxxxxx Xxxxxx is hereby
appointed Authorized agent and attorney-in-fact for each of
the Releasing Parties, to the full extent of their respective
interests, if any, in such Common Stock, and Xxxxxxx Xxxxxx is
hereby granted the power and authority, and is directed, to
endorse, transfer, assign and deliver all such Common Stock to
AutoCorp, and/or to AutoCorp's designees.
3. The Pledge Agreement is hereby terminated and rescinded, and
hereafter shall have no purpose or effect.
4. Each of the Releasing Parties and AutoPrime hereby fully
releases and discharges the Escrow Agent from (i) all of his
duties and obligations under the Escrow Agreement and (ii) all
claims, causes of action, responsibilities, damages and
liabilities, known or unknown, which may now, may have in the
past, or may in the future, directly or indirectly arise under
or be related to the Pledge Agreement or to any transaction or
event related thereto.
Executed this 30th day of December, 1998.
AUTOPRIME, INC.
By:/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
/s/ X.X. Xxxxx, III
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X. X. Xxxxx, III, Escrow Agent
