RELEASE AND INDEMNITY AGREEMENT
This
Release and Indemnity Agreement ("Agreement") is made as of the
30th
day of June, 2004, by and between Advanced Healthcare Technologies, Inc., a
Nevada corporation (the "Company") and
Johnny Sanchez (the "Seller").
RECITALS
A. The
Seller is selling
126,000,000
shares (the "Shares") of common
stock, par value $0.001 per share (the
"Common Stock") of the Company to Richard
Mangiarelli (the "Purchaser") pursuant to a Stock Purchase
Agreement of even
date herewith (the "Stock Purchase
Agreement").
B. The
Company and the Seller are entering into this Agreement pursuant
to
Section 2.3.11 of the Stock Purchase
Agreement.
AGREEMENT
It is
agreed as follows:
1.
RELEASE, INDEMNITY, AND COOPERATION.
1.1 Release by Seller. The Seller, on behalf of himself and his
agents,
attorneys, insurers, heirs, assigns, beneficiaries, executors, trustees,
conservators, representatives,
predecessors-in-interest, successors-in-interest,
and whomsoever may claim by, under or through
them, and all persons acting by,
through, under or in concert with any of
them (the "Releasing
Parties") hereby
irrevocably and unconditionally
forever release,
remise, acquit and discharge
the Company from and against any and all
debts, obligations,
losses, costs,
promises, covenants, agreements, contracts,
endorsements, bonds,
controversies,
suits, actions, causes of action, misrepresentations, defamatory statements,
tortious conduct, acts or omissions, rights, obligations, liabilities,
judgments, damages, expenses, claims,
counterclaims,
cross-claims, or
demands,
in law or equity, asserted or unasserted, express or implied, foreseen or
unforeseen, real or imaginary, alleged or actual, suspected or unsuspected,
known or unknown, liquidated or non-liquidated, of any kind or nature or
description whatsoever, arising from the
beginning of the world through the date
of this Agreement which each of the
Releasing Parties ever had, presently have,
may have, or claim or assert to have, or
hereafter have,
may have, or claim
or
assert to have, against the Company (the
"Released Claims").
1.2 Indemnification by
Seller. The Seller shall indemnify and hold the
Company and the Purchaser harmless in respect of any and all
claims, demands,
actions, causes of action, damages, losses, costs, liabilities or expenses
(hereinafter referred to as "Claim") that
existed, or is based on any action or
inaction that occurred, prior to the Closing Date (as defined in the Stock
Purchase Agreement).
1.3 Further Assurances; Cooperation. Each party hereto will execute
and
deliver such instruments and take such other actions as the other party or
parties, as the case may be, may
reasonably
require in order to
carry out the
intent of this Agreement. Without limiting the generality of
the foregoing, at
any time after the Closing, at the request
of the Company or the Purchaser, and
-1-
<PAGE>
without further consideration, the Seller will execute such
documents as and
take such action as the Company may
reasonably
deem necessary or desirable in
order to timely prepare and file any future
SEC Reports (as defined in the Stock
Purchase Agreement) that the Company seeks to file with the
Securities
and
Exchange Commission under the
