EXHIBIT 10.4
ARRANGEMENTS AND RELEASE AGREEMENT
This
Arrangements and Release Agreement (the "Agreement"), by and
between
Key Gold Corporation, a Nevada corporation
formerly known as DDI International
Inc. (the "Company"), and Dr. Brooke
Mitchell, an individual ("Dr. Mitchell"),
is made and entered into as of this 17th
day of May, 2004 (the "Effective
Date").
W I T N E S S E T H
WHEREAS, Dr.
Mitchell previously lent the Company the sum of $3,000.00,
pursuant to a Loan Agreement and Promissory Note dated March 15, 2004 (the
"Promissory Note"), the full principal amount
of which and all accrued interest
thereon is outstanding as of the Effective
Date;
WHEREAS,
in conjunction with the transactions contemplated by this
Agreement, Dr. Mitchell is willing to
forgive all of the Company's obligations
under the Promissory Note;
WHEREAS,
pursuant to an Option Agreement dated March 29, 2002, as
modified
by an Amending Agreement and Promissory
Note dated March 25, 2004 (collectively,
the "Option Agreement"), immediately
preceding the Effective Date, the Company's
sole asset (the "Dental Asset") was its
interest in certain assets acquired
under the Option Agreement, including the
domain name "dr-dental-info.com";
WHEREAS,
as of the Effective Date, the Company had not exercised the
Option Agreement, has not acquired a 100%
undivided interest in the Dental Asset
from Dr. Mitchell, and has not paid the
full amount of the purchase price
therefor;
WHEREAS,
the Company desires to cancel its contractual right to acquire
the Dental Asset;
WHEREAS,
immediately prior to the execution of this Agreement, Dr.
Mitchell resigned as the Company's
President, Chief Executive Officer, and sole
director, and, as his last official act,
named John Anderson to replace him in
such capacities;
WHEREAS,
in connection with the transactions contemplated by, or
referenced in, this Agreement, Dr. Mitchell
is willing to tender 5,875,000
(pre-split) shares of the Company's common
stock owned of record and
beneficially by him (the "Shares") to the
Company for cancellation;
WHEREAS,
each of the Company and Dr. Mitchell desires to enter into a
mutual general release with the other;
WHEREAS,
each of the Company and Dr. Mitchell now wish to terminate all
of
the relationships that had been created by
the Promissory Note, the Option
Agreement, and Dr. Mitchell's service as a
director and executive officer of the
Company and as a holder of the Shares,
including all rights, obligations, and
responsibilities thereunder, and to release
each other in respect thereof and in
respect of any and all remedies that any
party may have against any other party
as a result thereof, with the sole
exception of any rights or duties created by
this Agreement and any actions that could
have been brought against Dr. Mitchell
for which the Nevada Revised Statutes would
not have permitted the Company to
have indemnified him;
NOW,
THEREFORE, in consideration of the premises and the mutual
covenants
and agreements herein contained, the
parties hereto do hereby agree as follows:
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ARTICLE 1
TERMINATION OF THE PARTIES' RESPECTIVE OBLIGATIONS UNDER THE
PROMISSORY NOTE AND THE OPTION AGREEMENT; CANCELLATION OF
THE SHARES; TENDER OF CERTAIN CASH CONSIDERATION
1.1
Forgiveness of the Company's
Obligations Under the Promissory Note.
As of the Effective Date, Dr. Mitchell
forgives the Company of all of its duties
and obligations to Dr. Mitchell thereunder
and shall deem the Promissory Note to
have been "paid in full."
1.2
Cancellation of
the Company's Rights Under the Option Agreement. As
of the Effective Date, the Company cancels
any and all of its rights in and to
the Dental Asset and absolves Dr. Mitchell
from any duties and obligations in
favor of the Company thereunder.
1.3
Return of
Intellectual Property. As soon as practicable following
the Effective Date, the Company shall cause
(i) all copies of all non-public
materials pertaining to the Dental Asset
heretofore provided to the Company, its
employees, or agents by Dr. Mitchell or his
agents to be returned to Dr.
Mitchell, (ii) all computer files
pertaining to the Dental Asset maintained by
Company employee or agent to be deleted,
and (iii) the declaration of the
Company's Chief Executive Officer
certifying the Company's compliance with the
foregoing to be delivered to Dr.
Mitchell.
1.4
Cancellation of
the Shares. As of the Effective Date, Dr. Mitchell
tenders to the Company any and all of his
right, title, and interest in and to
the Shares, constituting 5,875,000
(pre-split) shares of common stock of the
Company, in respect of which Shares Dr.
Mitchell represents and warrants to the
Company that he is the sole record and
beneficial owner thereof. As of the
Effective Date, the Company cancels each
and every Share, such that none of the
Shares shall be then issued and outstanding
and all of the Shares shall be
returned to the authorized and unissued
capital of the Company.
1.5
Tender of
Certain Cash Consideration. As of the Effective Date, in
connection with the transactions
contemplated by this Agreement and not as
specific consideration for any of such
transactions, the Company tenders to Dr.
Mitchell the sum of $49,000.00 in good
funds.
ARTICLE 2
MUTUAL GENERAL RELEASE AND COVENANT NOT TO SUE
2.1
Mutual General
Releases. Effective upon the Effective Date, and
except as otherwise expressly provided for
in this Agreement, Dr. Mitchell, on
the one hand, and the Company, on the other
hand (each, collectively, a
"Releasing Party"), on behalf of himself or
itself and their respective
affiliates, partners, officers, directors,
shareholders, members, agents,
representatives, and family members, and
each of their respective heirs,
executors, administrators, successors and
assigns (collectively, their
"Affiliates"), hereby irrevocabl
