EXHIBIT C
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MUTUAL COVENANT NOT TO XXX
This Mutual Covenant Not to Xxx ("Covenant") is made and entered into
by and between (i) Pacific Financial Group, Inc. ("PFG"), AutoPrime, Inc. ("AP")
and (ii) AutoCorp Equities, Inc. and ACE Motor Co., Inc. (collectively "ACE")
and is an integral part of a certain Master Agreement by and between the parties
dated as of October 1, 2000, to which this Covenant is attached as Exhibit C.
Now, therefore, for valuable consideration,
1. PFG and AP hereby covenant and agree not to (i) xxx ACE, (ii) attempt
to collect from ACE, or (iii) to otherwise take any action against ACE,
to recover from ACE any cost, claim, obligation or liability directly
or indirectly arising out of, or related to, any of the ACE Direct
Debt, as such debt is defined in the Master Agreement and described on
Exhibit A thereof.
2. ACE hereby covenants and agrees not to xxx or otherwise take or assert
any action against PFG or AP to recover from PFG or AP any cost, claim,
obligation or liability directly or indirectly arising out of, or
related to, any dealings between ACE and PFG or AP prior to October 1,
2000.
3. Wherever "PFG", "AP" or "ACE" is used in this Covenant, the terms
include the respective affiliates, officers, directors, shareholders,
agents, representatives, employees, professionals, successors and of
each of the parties.
4. In addition to the provisions of this Covenant, the provisions of the
Master Agreement shall be valid and binding upon the parties.
Executed as of October 1, 2000.
PACIFIC FINANCIAL GROUP, INC. AUTOPRIME, INC.
By:__________________________ By:_________________________
Xxxx Xxxxxxx Xxxxx Xxxx
President Chief Executive Officer
AUTOCORP EQUITIES, INC. ACE MOTOR CO., INC.
By:__________________________ By:_________________________
Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx
President President
