AGREEMENT AND RELEASE
This
Agreement (the “Agreement”) is dated May 18, 2007
and is made by and between Offline Consulting, Inc. (the
“Company”), on one hand, and Allese Capital LLC
(“AC”) and Marcello Trebitsch (“MT”
and collectively with AC, “Affiliate”), on the
other hand.
WHEREAS,
Affiliate is the owner of 6,002,500 shares of common stock of
the Company (the “Shares”);
WHEREAS,
the Company is engaged in the provision of consulting services
to small businesses (the “Business”)
WHEREAS,
the Company has been unable to develop the Business to justify
the expense of remaining as a public corporation;
WHEREAS,
the Company has entered into and closed a Share Exchange
Agreement with the shareholders of Kesselring Corporation, a
Florida corporation (“Kesselring”), pursuant to
which the Company issued the shareholders of Kesselring
1,374,163 shares of common stock of the Company in
consideration of all of the outstanding securities of
Kesselring;
WHEREAS,
the Company no longer desires to develop the Business and has
elected to dispose of the assets relating to the
Business;
WHEREAS,
the Company and Affiliate have elected to enter into this
Agreement pursuant to which the Company will sell all of the
assets of the Company relating to the Business to Affiliate in
consideration for the return of the Shares to the Company for
cancellation;
WHEREAS,
without admitting and specifically denying potential liability
and in order to avoid further expense, costs, and time to
litigate the any potential dispute between the parties, the
Company and Affiliate have reached a full and final agreement
regarding the sale of the assets relating to the Business and
return for cancellation of the Shares; and
NOW,
THEREFORE, in consideration of the mutual conditions and
covenants contained in this Agreement, and for other good and
valuable consideration, the sufficiency and receipt of which
is hereby acknowledged, it is hereby stipulated, consented to
and agreed by and between the Company and Affiliate as
follows:
1.
Affiliate agrees to return to the Company the Shares for
cancellation.
2.
In consideration for the items set forth in Section 1 above, the
Company agrees to transfer all of the assets relating to the
Business to the Affiliate.
3.
(A) Upon receipt of the assets relating to the Business, Affiliate
releases and discharges the Company, the Company’s heirs,
executors, successors, administrators, attorneys, insurers, and
assigns from all actions, cause of action, suits, debts, dues, sums
of money, accounts, reckonings, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions,
claims, and demands whatsoever, in law, admiralty or equity,
against the Company, that Affiliate or its executors,
administrators, successors and assigns ever had, now have or
hereafter can, shall or may, have for, upon, or by reason of any
matter, cause or thing whatsoever, whether or not known or unknown,
from the beginning of the world to the day of the date of this
Agreement.
(B)
The
Company and Kesslering, its majority owned subsidiary will
indemnify and hold the Affiliate and their directors,
officers, shareholders, partners, employees and agents (each,
a “Part
|
