Creditor Release Form

CREDITOR RELEASE FORM

This Creditor Release Agreement (the "Agreement") is made and entered into as of by and between Creditor Name: with principal address ("Creditor"), and Debtor Name: with principal address ("Debtor").

RECITALS

WHEREAS, Creditor asserts that Debtor is indebted to Creditor in connection with Account Number for an outstanding balance of $ (the "Obligation");

WHEREAS, the parties desire to resolve and fully settle all claims, liens, causes of action and demands that Creditor may have against Debtor arising out of or related to the Obligation, subject to the terms and conditions set forth herein; and

WHEREAS, Creditor is willing to release the Obligation and any related claims in consideration of the mutual covenants and payment described below.

NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

(a) "Claims" means any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, and demands whatsoever, whether known or unknown, whether arising in law or equity, including claims for interest, fees or costs, that Creditor had, has or may have against Debtor arising out of or relating to the Obligation.

2. RELEASE BY CREDITOR

Upon receipt of the consideration described in Section 3, Creditor, on behalf of itself and its successors, assigns, agents, attorneys, officers, directors, employees, affiliates and representatives, hereby irrevocably and unconditionally releases and forever discharges Debtor and its past and present officers, directors, agents, employees, affiliates, heirs, executors, administrators, successors and assigns from any and all Claims relating to the Obligation, whether known or unknown, asserted or unasserted, fixed or contingent, that arose prior to the Effective Date of this Agreement.

3. CONSIDERATION

As full and complete consideration for the release set forth in Section 2, Debtor shall deliver to Creditor the sum of $ (the "Consideration") on or before . Receipt of such Consideration shall be an unconditional payment in full and shall render the Obligation satisfied to the extent provided herein.

4. SCOPE OF RELEASE; EXCEPTIONS

The release in Section 2 expressly covers Claims relating to the Obligation and any security or collateral related thereto. Notwithstanding the foregoing, the release shall not apply to (a) claims arising after the Effective Date of this Agreement; (b) claims for criminal conduct, fraud, willful misconduct or intentional misrepresentation; or (c) obligations specifically excluded in writing and signed by Creditor.

5. NO ADMISSION OF LIABILITY

This Agreement and the actions taken pursuant hereto are not and shall not be construed as an admission of liability by any party. Each party expressly disclaims any admission of wrongdoing or liability in connection with the matters released by this Agreement.

6. FURTHER ASSURANCES

Each party shall execute and deliver such further documents and take such further actions as may be reasonably required to effectuate the terms and intent of this Agreement, including, if applicable, satisfaction or termination of any recorded liens, releases of security interests, and filings required to evidence the release of the Obligation.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; that the person signing on its behalf is duly authorized; and that no consent of any third party is required to make this Agreement binding.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of its representations, warranties or covenants contained in this Agreement.

9. NOTICES

Creditor Notice Address:

Debtor Notice Address:

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, on the date of confirmed delivery if sent by nationally recognized overnight courier, or three (3) business days after deposit in certified mail, postage prepaid, to the addresses provided above (or such other address as either party may designate by notice in accordance with this Section).

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to such subject matter.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing signed by the party waiving compliance. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. AUTHORITY

Each person signing below represents and warrants that he or she has the full power and authority to execute this Agreement on behalf of the party for whom they sign and that their execution and delivery of this Agreement and performance of the party's obligations hereunder have been duly authorized.

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