Exhibit 10.9
MUTUAL TERMINATION AND RELEASE
THIS
MUTUAL TERMINATION AND RELEASE (this "Agreement") is made and
entered
into this 31st day of
December, 2004, by and between BPK Resources, Inc., a
Nevada corporation (the
"Company"), and Bell Coast Capital Corp. ("Bell Coast")
for the purpose of
terminating that certain binding Letter of Intent (the
"Letter of Intent") executed
in November 2003 by and between Montex Exploration,
Inc. ("Montex") and Bell
Coast. Capitalized terms not otherwise defined herein
shall have the meanings
ascribed to such terms in the Letter of Intent.
Recitals
WHEREAS,
Montex and Bell Coast entered into the Letter of Intent
in
November 2003; and
WHEREAS,
Montex and the Company entered into that certain Assignment
and
Assumption Agreement dated
April 19, 2004, pursuant to which Montex assigned to
the Company all of its rights
and obligations under the Letter of Intent; and
WHEREAS,
the Company and Bell Coast wish to terminate the Letter of
Intent
and their respective rights
and obligations thereunder.
NOW,
THEREFORE, in consideration of the foregoing premises
and
representations, warranties,
covenants and agreements contained herein, and for
other good and valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged, and
intending to be legally bound hereby, the parties
hereto hereby agree as
follows:
1.
Termination. The Company and Bell Coast hereby terminate the Letter
of
Intent in its entirety and
their respective rights and obligations thereunder.
2.
Release. The Company and Bell Coast, for themselves and on behalf
of
their respective
subsidiaries, directors, officers, shareholders,
affiliates,
employees, agents, attorneys,
accountants, successors and assigns (collectively,
the "Releasing Party"), do
hereby fully and irrevocably remise, release and
forever discharge Bell Coast
and the Company, respectively, and their respective
subsidiaries, directors,
officers, shareholders, affiliates, employees, agents,
attorneys, accountants,
successors and assigns (collectively, the "Released
Parties"), of and from any
and all manner of claims, actions, causes of action,
grievances, liabilities,
obligations, promises, damages, agreements, rights,
debts and expenses (including
claims for attorneys' fees and costs), of every
kind, whether in law or in
equity, whether contingent, mature, known or unknown,
or suspected or unsuspected,
including, without limitation, any claims arising
under any federal, state,
local or municipal law, common law or statute, whether
arising in contract or in
tort, and any claims arising under any other laws or
regulations of any nature
whatsoever, that the Releasing Party ever had, now has
or may have, for or by reason
of any cause, matter or thing whatsoever, from the
beginning of the world to the
date hereof. Each Releasing Party represents,
warrants and covenants
t
