EXHIBIT 10.11
MUTUAL RELEASE AND
INDEMNIFICATION AGREEMENT
By and between:
SAVOY RESOURCES CORP.,
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GEOFFREY ARMSTRONG and ROBERT THE PREVIOUS DIRECTORS
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And each of:
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FLOYD WANDLER and CLINT SHARPLES
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Savoy Resources Corp.
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435 Martin Street, Suite #3210, Blaine, Washington, U.S.A.,
98230
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MUTUAL RELEASE AND
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INDEMNIFICATION AGREEMENT
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THIS MUTUAL
RELEASE AND INDEMNIFICATION AGREEMENT (the "Agreement") is
made
and entered into this 15th
day of July, 2004, by and between Savoy Resources
Corp., a Colorado
corporation, of 435 Martin Street, Suite #3120, Blaine,
Washington, U.S.A., 98230
("Savoy"), Geoffrey Armstrong ("Armstrong") and Robert
The Previous Directors ("The
Previous Directors"), each c/o Dieterich &
Associates, 11300 W. Olympic
Boulevard, Suite 800, Los Angeles, California,
U.S.A., 90064 (Savoy,
Armstrong and The Previous Directors being,
collectively,
the "Current Management"
herein as the context so requires), and Floyd Wandler
("Wandler") and Clint
Sharples ("Sharples"), each of 1330 Martin Grove Road,
Toronto, Ontario, Canada, M9W
4X4 (Wandler and Sharples being, collectively, the
"Previous Directors" herein
as the context so requires). .
RECITALS
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A. WHEREAS, in
conjunction with the proposed resignations as a
directors
and officers of Savoy of each
of the Previous Directors, each of the parties
hereto has agreed to enter
into the terms and conditions of this Agreement as
hereinafter set
forth.
AGREEMENT
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NOW, THEREFORE,
in consideration of the foregoing premises, the mutual
promises, covenants,
agreements, representations and warranties set forth
hereinafter, and for other
good and valuable consideration, the receipt and
sufficiency are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
MUTUAL RELEASE
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A. Know all men
by these presents that, in conjunction with the proposed
resignations as directors and
officers of Savoy of each of the Previous
Directors, and in
consideration, in part, of Savoy's within agreement to
immediately repay to each of
Mr. Wandler and Fraser Campbell all expenses
previously incurred by the
same on behalf of Savoy totaling approximately U.S.
$47,000; (the receipt and
sufficiency of which being hereby acknowledged by each
of the parties hereto); each
of the Current Management and the previous
Directors (the Current
Management and the Previous Directors being hereinafter
singularly and collectively
referred to as the "Releasor" and the "Releasors",
respectively, as the contexts
so requires) does hereby release, remise and
forever discharge all said
other Releasors hereunder, together with each of said
other Releasors' respective
directors, officers, employees, counsel (including
legal
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counsel), associates,
affiliates, attorneys, agents, executors,
administrators,
successors and assigns, of
and from all manner of action and actions, causes of
action, suits, debts, dues,
accounts, bonds, covenants, contracts, claims,
damages and demands, whether
known or unknown, suspected or unsuspected and
whether at law or in equity,
which against any of the other Releasors, and/or
any of the other Releasors'
respective directors, officers, employees,
associates, affiliates,
counsel (including legal counsel), agents, executors,
administrators, successors
and assigns, any such Releasor ever had, now has, or
which any of such Releasor's
respective successors or assigns, or any of them
hereafter can, shall or may
have by reason of any matter whatsoever and
including, without
limitation, resulting from the Previous Directors' roles
as
directors and officers of
Savoy and Messrs. Armstrong's and The Previous
Directors's proposed and
previous demands for a special meeting of the
shareholders of Savoy
(herein, collectively, the "Release").
B. It is
understood and agreed that the said Releasors do not by
entering
into the Release, or
otherwise, admit any liability to the other Releasors
herein, and that such
liability is specifically denied.
ARTICLE II
INDEMNIFICATION
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Subject only to
the exclusions set forth in Article III, Savoy hereby
agrees to hold harmless and
indemnify the Previous Directors in the following
circumstances:
A. The Previous
Directors were or are a party, or is threatened to be
made
a party, to any threatened,
pending or completed action, suit or proceeding,
whether civil, criminal,
administrative or investigative (other than an action
by or in the right of Savoy),
by reason of the fact that they were directors,
officers or agents of Savoy,
against expenses (including attorneys' fees),
judgments, fines and amounts
paid in settlement, actually and reasonably
incurred by them in
connection with such action, suit or proceeding, if they
acted in good faith and in a
manner they reasonably believed to be in, or not
opposed to, the best
interests of Savoy, and, with respect to any criminal
action or proceeding, had no
reasonable cause to believe their conduct was
unlawful.
B. The Previous
Directors were or are a party, or are threatened to be
made
a party, to any threatened,
pending or completed action or suit by or in the
right of the corporation, to
procure a judgment in its favor by reason of the
fact that they were
directors, officers or agents of Savoy, against expenses
(including attorney's fees)
actually and reasonably incurred by them in
connection with the defense
or settlement of such action or suit, if they acted
in good faith and in a manner
they reasonably believed to be in, or not opposed
to, the best interests of the
corporation, except that no indemnification shall
be made in respect of any
claim, issue or matter as to which the Previous
Directors shall have been
adjudged to be liable for negligence or misconduct in
the performance of their duty
to the corporation, unless, and only to the extent
that, the court in which such
action or suit was brought shall determine upon
application that, despite the
adjudication of liability, but in view of all
circumstances of the case,
the Previous Directors are fairly and reasonably
entitled to indemnification
for such expenses which such court deems proper.
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C. To the extent
that the Previous Directors have been successful on the
merits or otherwise in
defense of any action, suit or proceeding referred to in
Sections A. and B. of this
Article, or in defense of any claim, issue or matter
therein, they shall be
indemnified against expenses (including attorneys' fees)
actually and reasonably
incurred by him in connection therewith.
D. Any
indemnification under Section A. or B. of this Article
(unless
ordered by a court) shall be
made by Savoy only as authorized in the specific
case upon a determination
that indemnification of the officer, director and
employee or agent is proper
in the circumstances, because they have met the
applicable standard of
conduct set forth in Section A. or B. of this Article.
Such determination shall be
made by the Board
