Exhibit
10.2
AGREEMENT AND
RELEASE
This
Agreement (the “Agreement”) is dated July
13, 2009 and is made by and between Golden Key International Inc.
(the “Company”) and Norman Blair
(“Affiliate”).
WHEREAS , Affiliate is the owner of 4,000,000 shares of
common stock of the Company (the “Shares”);
WHEREAS , the Company, through its subsidiary Deep
Rooted, Inc. (“Subsidiary”) is engaged in the internet
business catering to travelers by allowing them to plan their own
trips (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 Home Savers
Holding Corp., a Nevada corporation (“Home Savers”),
pursuant to which the Company issued the shareholders of Home
Savers 14,296,788 shares of common stock of the Company in
consideration of all of the outstanding securities of Home
Savers;
WHEREAS , the Company no longer desires to develop the
Business and has elected to dispose of the Subsidiary;
WHEREAS , the Company and Affiliate have elected to
enter into this Agreement pursuant to which the Company will sell
the Subsidiary to Affiliate in consideration for the return of the
Shares to the Company for cancellation, the payment of $25,000 in
cash to Affiliate and the delivery of a short term promissory note
in the amount of $150,000 to Affiliate (the
“Note”);
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 Subsidiary 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 will
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 100% of the issued and outstanding securities of the
Subsidiary to the Affiliate, pay $25,000 in cash to Affiliate in
accordance with the wire instructions attached hereto as Exhibit A
and issue the Note to Affiliate. Affiliate hereby
advises that the proceeds to be paid under the Note shall be paid
in accordiance with the wire instructions attached hereto as
Exhibit A.
3. (A) Upon receipt
of all items set forth in Section 2, , Affiliate releases and
discharges the Company, the Company’s heirs, executors,
successors, administrators, attorneys, insurers, and assigns from
all actions