Exhibit 10.14
GENERAL RELEASE AND SETTLEMENT AGREEMENT
THIS
GENERAL RELEASE AND SETTLEMENT AGREEMENT
(the "Release") is made and
entered into this the day of August 2004 by and between Wayne
B. Daley and
---
Michael J. Skopos
(collectively, "Creditor" or "Purchaser") and Cascade
Mountain
Mining Company, Inc., a Nevada corporation (the "Company").
RECITALS
WHEREAS,
Creditor has provided services, loans and advances to the
Company,
and the Company is in debt to Creditor.
WHEREAS, the
Company is currently unable to pay Creditor, and is willing
to
sell to each Creditor shares of the Company, and transfer all
assets of the
Company, in satisfaction of
all obligations of the Company to such Creditor; and
WHEREAS,
Creditor and the Company now desire to execute this
Release to
settle all accounts and disputes as provided herein to
avoid the expense and
delay of litigation.
AGREEMENT
NOW,
THEREFORE,
in consideration of the mutual promises and
agreements
herein contained, the parties hereby agree as follows:
1.
Release
Each Creditor, for itself and its respective past, present and future
administrators, affiliates, agents, assigns, attorneys, directors,
employees,
executors, heirs, insurers, parents, partners, predecessors,
representatives,
servants, successors, transferees, and all
persons acting by, through, under or
in concert with any of them, hereby
releases and discharges (i) the Company and
its past, present and future administrators, affiliates, agents, assigns,
attorneys, directors, employees, employers, executors, heirs, insurers,
officers, managers, parents, partners,
predecessors, representatives, servants,
shareholders, subpartners, subsidiaries,
successors, transferees, underwriters,
clients, customers, and each of them, and
all persons acting by, through, under
or in concert with any of them, of and from any and all
actions, causes of
action (including causes of action for tortuous conduct, fraud,
fraudulent
inducement or otherwise), claims, costs, damages, debts, demands,
expenses,
liabilities, losses and obligations of every
nature, character and description,
known or unknown, suspected or unsuspected, actual or contingent,
which the
releasing party now owns or holds, or has at
any time heretofore owned or held,
or may at any time hereafter own or hold, by reason
of any matter, cause or
thing whatsoever incurred, done, omitted
or suffered to be done arising out of,
or which may hereafter be claimed to arise out of, related
to or in any way
directly or indirectly connected with any events, facts, circumstances or
conditions that exist or existed on or prior to the date hereof (all
such
released or discharged items, collectively, the "Released Claims"). It is
specifically agreed that the Released Claims includes all loans
and advances
made by the Creditor to the Company, including
without limitation the current
balance of those certain loans and advances
referred to in the Company's Form
10-QSB for the period ended March 31, 2004, and listed in the
balance sheet
contained therein as "Notes Payable $200,000" and "Payable to stockholder
$201,930," and all options, warrants and
other rights to acquire any securities
of the Company held by the Creditor.
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2. Other Transactions.
(a) The Company hereby agrees to issue 85,000,000 shares of
the
Company's common stock to Wayne B. Daley, and 7,510,584 shares
of
the
Company's common stock
to Michael J. Skopos. For purposes of
this Agreement,
it is acknowledged and
agreed that the value of
such shares
is $0.0035 per share.
(b) Each Creditor jointly and severally agrees to pay all
accrued
liabilities of
the Company, and any other liabilities of
the
Company, in
full on or prior to July 15, 2004, other than
a
$9,000 liability
to David Loev, Esq.
(c)
Wayne B. Daley and Michael J. Skopos each shall resign as
an
officer and
director of the Company on the date hereof.
(d) The Company shall transfer to Wayne B. Daley
100% of the issued
and outstanding
common stock of the Company's wholly owned
subsidiary, Cascade
Mountain Mining Corp.,
a Nevada corporation
(the "Subsidiary")
upon the date the
Company acquires a private
operating company,
or within 180 days after the date
hereof,
whichever is earlier.
Wayne B. Daley shall indemnify the Company
and hold the Company harmless from any and all
liabilities,
damages, expenses
or losses suffered by the Company after
the
date hereof
arising from or related to any liability of the
Subsidiary. It is acknowledged and agreed that the value of
these
shares is $1,000.
3.
Representations and
Covenants
(a) Each of the Parties acknowledges that
there is a risk that
subsequent to the execution
of this Agreement, one or more Parties will incur or
suffer loss, damages or injuries which are in
some way caused by or related to
the Released Claims, but which are unknown and
unanticipated at the time this
Agreement is signed. All parties do hereby
assume the above-mentioned risk and
understand that this Agreement SHALL APPLY TO ALL UNKNOWN OR
UNANTICIPATED
RESULTS OF THE TRANSACTIONS AND OCCURRENCES
DESCRIBED ABOVE, AS WELL AS THOSE
KNOWN AND ANTICIPATED, each of the Parties acknowledges in executing the
releases (the "Releases") contained in this Agreement, that
each does so with
full knowledge of any and all
rights and benefits that each might otherwise have
had under California Civil Code Section 1542, and each, upon the advice
of
counsel, hereby waives and relinquishes any and all such
rights and benefits.
Each of the Parties
acknowledges and agrees that this waiver is an essential
and
material term hereof, without which this Agreement (including, without
limitation, the Releases) would not have been
entered into. Section 1542 reads
as follows:
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"A general
release does not
extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing
the
release, which,
if known by him, must have materially
affected his
settlement with
the debtor."
Each of the Parties certifies that it has read the foregoing
recitation of
Section 1542 and understands the meaning of such section and such fact
is
indicated by the signing of such Party's initials hereto:
-------------------
-------------------
Company's
Creditor's
Initials
Initials
Each of the Parties further
acknowledges that each may hereafter discover facts
different from or in addition
to those known or believed to be true with respect
to the Released Claims. Each of the Parties agrees
that the Releases shall be
and shall remain effective in all respects,
notwithstanding any such different
or additional facts, or any facts
which are intentionally concealed from either
party by the other. In this regard, and
without limitation, each of the Parties
declares that it realizes that it may have damages
it presently knows nothing
about and that, as to them, they have been
released pursuant to the Releases.
Each of the Parties further declares
that it understands that the parties being
released would not have agreed to compromise their respective
claims if the
Releases did not cover damages and their results which may not yet have
manifested themselves or which may be unknown
or not anticipated at the present
time.
(b) The Releases shall not be deemed an
admission by any of the
Parties of any sort. No right shall inure to
any third party (other than third
parties described in subparagraphs (a) or (b) above) from the
obligations,
representations and agreements made or reflected herein.
(c) Each of the
Parties represents and warrants that it alone is
the owner of the Released Claims, that it has not heretofore assigned
or
transferred, nor purported to assign or
transfer to any third party, and is not
aware of any third party, who might
assert some interest in any of the Released
Claims. Each Party further agrees to indemnify, defend and
hold harmless the
other from all liability, claims, demands, damages, costs, expenses and
attorneys' fees incurred by the other Party as a result of any third
party
asserting any such assignment or transfer of
any such interest, right or claim.
(d) Each of the
Parties represents and warrants that none of the
Released Claims is subject to any purported or
actual lien, security interest,
encumbrance or other contractual right of any third
party. Each Party further
agrees to indemnify, defend and hold harmless the other from all
liability,
claims, demands, damages, costs, expenses and attorneys'
fees incurred by the
other Party as a result of
any third party asserting the existence of any of the
foregoing.
(e) Each of the Parties acknowledges that it has read this
Agreement, has been, or has had the opportunity
