RELEASE AND INDEMNITY AGREEMENT

This Release and Indemnity Agreement (" Agreement ") is made as of the 31 ^st day of August, 2004, by and between Tradequest International, Inc., a Mississippi corporation (the " Company ") and Randall K. Read (the " Controlling Stockholder ").

A.     The Company is selling 40,278,490 shares (the " Shares ") of common stock, no par value per share (the " Common Stock ") of the Company to Loyola Holdings, Inc. and Margot Hutchinson (the " Purchasers ") pursuant to a Stock Purchase Agreement of even date herewith (the " Stock Purchase Agreement ").

It is agreed as follows:

1.     RELEASE, INDEMNITY, AND COOPERATION.

1.1     Release by Controlling Stockholder . The Controlling Stockholder, 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 ").

1.1.1     The Controlling Stockholder acknowledges that he has been advised by his attorney and is familiar with and understand the provisions of California Civil Code Section 1542, which provides as follows:

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.

1.1.2     The Controlling Stockholder hereby voluntarily and expressly waives and relinquishes each and every right or benefit which he may have under California Civil Code Section 1542, to the full extent that he may lawfully waive such rights. The Controlling Stockholder acknowledges that he may hereafter discover facts in addition to or different from those which he presently knows or believes to be true regarding the subject matter of the dispute and the other matters herein released, but agrees that he has taken that possibility into account and that it is his intention hereby to fully, finally and forever settle and release the matters, disputes and differences, now known or unknown, suspected or unsuspected, arising out of or in any way relating to the matters released pursuant to this Agreement.

1.2     Indemnification by Controlling Stockholder . The Controlling Stockholder shall indemnify and hold the Company and the Purchasers 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 Purchasers, and without further consideration, the Controlling Stockholder 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 Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

2.     CONSIDERATION.

2.1     Cash . In consideration for the covenants made by the Controlling Stockholder set forth in Section 1, the Company shall pay the Controlling Stockholder $102,500.00 concurrently with the execution of this Agreement (to the extent not already paid).

2.2     Royalty . In further consideration for the covenants made by the Controlling Stockholder set forth in Section 1, the Company agrees to assign to Controlling Stockholder all of its right, title, and interest in and to royalty income from the use of a retrieval system (the " Royalty "), all income derived from the use of the retrieval system, and the Controlling Stockholder agrees to assume all obligations under the Royalty and the use of the retrieval system.

2.3     Settlement Shares . In further consideration for the covenants made by the Controlling Stockholder set forth in Section 1, the Company agrees to issue 4,305,566 shares (the " Settlement Shares ") of Common Stock to the Controlling Stockholder. In connection t