TERMINATION AND RELEASE AGREEMENT
THIS TERMINATION AND RELEASE AGREEMENT (the "Agreement"), is
made
this 30th day of August, 2006, by and between TC X Calibur, Inc., a
Nevada
corporation ("TCX"); TCX Acquisition Corp., a Nevada corporation
and wholly-
owned subsidiary of TCX ("SUB"); RE3W Worldwide Limited, a British
Virgin
Islands corporation organized under the laws of the British Virgin
Islands
("RE3W"); Jenson Services, Inc., Duane S. Jenson, Travis T. Jenson
and Thomas
J. Howells (collectively, the "TCX Shareholders").
WHEREAS, TCX, SUB, RE3W and the TCX Shareholders are the parties
to
an Agreement and Plan of Merger (the "Merger Agreement") executed
as of July
18, 2006; and
WHEREAS, RE3W was required as a condition to the completion of
the
Merger Agreement to raise a minimum of $8,000,000 from a private
sale of Units
consisting of various securities of RE3W; and
WHEREAS, RE3W has been unable to raise the funds required as a
condition to the completion of the Merger Agreement and have
determined that
it would be in the best interest of RE3W to remain as a private
company
pending their ability to become more profitable; and
WHEREAS, TCX, SUB, RE3W and the TCX Shareholders have mutually
agreed to terminate the Merger Agreement;
NOW, THEREFORE, in consideration of the mutual covenants
contained
herein and intending to be legally bound, the parties hereto agree
as follows:
1. Termination.
The parties hereto
mutually agree that the
Merger Agreement is terminated, and neither party has any duty or
obligation
to the other to take any further action under the Merger Agreement
or to
effect any transaction contemplated thereby.
2. Retainer.
Following an
accounting for any legal fees
incurred by Leonard W. Burningham, Esq. for the month of August and
any costs
incurred by Mr. Burningham, the balance of any funds remaining of
the $25,000
retainer will be returned to RE3W.
3.
Indemnification Funds.
The $250,000 transferred into the
trust account of Leonard W. Burningham, Esq. will be returned to
the party who
transferred such funds without any deduction therefrom or interest
thereon.
4. Release.
Each of the parties
hereto releases and discharges
each of the other parties hereto from all causes of action, suits,
debts,
accounts, reckonings, covenants, contracts, controversies,
agreements,
promises, damages, liabilities
