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AGREEMENT AND RELEASE

Release Agreement

AGREEMENT AND RELEASE | Document Parties: GOLDEN KEY INTERNATIONAL INC | Deep Rooted, Inc | Home Savers Holding Corp You are currently viewing:
This Release Agreement involves

GOLDEN KEY INTERNATIONAL INC | Deep Rooted, Inc | Home Savers Holding Corp

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Title: AGREEMENT AND RELEASE
Governing Law: Oregon     Date: 7/16/2009

AGREEMENT AND RELEASE, Parties: golden key international inc , deep rooted  inc , home savers holding corp
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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


 
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