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EXHIBIT 10.14
EXHIBIT F
MUTUAL GENERAL RELEASE
MUTUAL GENERAL RELEASE of Larry G. Rowedder, Nancy Rowedder, Tammy
Anderson, Mike Rowedder, Gina Rowedder, Jacquelyn Rowedder, and Larry
G. Rowedder as Custodian for Jessica Anderson Under the Ohio Transfers
to Minors Act (collectively, the "Rowedder Stockholders"), Michael
Rutherford ("Rutherford," and collectively with the Rowedder
Stockholders, the "Stockholders"), Jamita, Inc., an Ohio corporation
("Jamita") and Rutherford Learning Group, Inc., a North Carolina
corporation ("RLG"), executed effective as of 11:59 p.m. on July 31,
2000.
STATEMENT OF FACTS
A. Stockholders are all of the shareholders of Jamita and
Rutherford is the sole shareholder of RLG.
B. This Release is being executed and delivered in accordance
with Sections 7.13 and 8.9 of the Agreement and Plan of Stock
Purchase (the "Agreement") by and among Compass Knowledge
Holdings, Inc., a Nevada corporation ("CKHI"), Compass
Acquisition Corp., a Florida corporation ("Acquisition
Corp."), Jamita and the Stockholders dated as of the date
hereof.
C. All terms not defined in this Release shall have the meanings
ascribed to such terms in the Agreement.
D. For good and valuable consideration, including without
limitation, the consideration described in the Agreement, the
receipt, adequacy and sufficiency of which are hereby
acknowledged, the Stockholders, Jamita and RLG agree as
follows:
AGREEMENT
1. The parties hereto acknowledge that their execution and
delivery of this Release is a condition to the other parties'
obligations to consummate the Agreement and that such other
parties are relying on this Release in consummating such
transaction.
2. Each of the Stockholders, on behalf of himself or herself and
his or her successors, heirs, executors, administrators,
representatives, affiliates, agents and assigns, fully and
unconditionally forever releases and discharges Jamita, RLG,
CKHI, the Acquisition Corp., and all of the other Stockholders
and their successors, assigns, affiliates and subsidiaries
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and, when acting in their capacities as such, each of their
respective officers, directors, employees, counsel, agents,
shareholders, and members, in each case past, current, or as
they may exist at any time after this date, and each person (a
"Control Person"), if any, who controls, controlled, or will
control any of them within the meaning of Section 15 of the
Securities Act of 1933, as amended, or Section 20(a) of the
Securities Exchange Act of 1934, as amended (collectively, the
"Releasees"), from any and all claims, demands, manners of
action, causes of action, agreements (including, without
limitation, any agreement(s) among the Stockholders and Jamita
and/or RLG and/or Rutherford or the former shareholders of
Jamita and/or RLG), bonds, bills, contracts, controversies,
agreements, promises, damages, judgments, debts or liabilities
whatsoever whether known or unknown, suspected or unsuspected,
both at law and in equity, which the Stockholders, or their
heirs, executors, administrators, representatives, affiliates,
agents, successors or assigns, now has, has ever had or may
hereafter have against the respective Releasees arising out of
any matter, cause or event occurring contemporaneously with or
prior to the date hereof arising with respect to Jamita and/or
RLG (including their activities and assets) and the
Stockholders' ownership interest therein and employment
thereby, if any, including, without limitation, any agreement
regarding accounts payable and/or expense reimbursements
allegedly due Larry G. Rowedder and/or Michael Rutherford;
PROVIDED, HOWEVER, that nothing contained herein shall operate
to release any (i) obligations of CKHI or the Acquisition
Corp. arising under the Agreement and the transaction
documents executed in connection therewith, or any claim or
cause of action against Releasees on account of or arising out
of the Agreement and the transaction documents executed in
connection therewith.
3. Jamita and RLG, on behalf of themselves and their successors,
assigns, affiliates and subsidiaries and, when acting in their
capacities as such, each of their respective officers,
directors, employees, counsel, agents, shareholders, and
members, in each case past, current, or as they may exist at
any time after this date, and each Control Person, fully and
unconditionally forever releases and discharges the
Stockholders and their successors, heirs, executors,
administrators, representatives, affiliates, agents and
assigns (collectively, the "Stockholder Releasees"), from any
and all claims, demands, manners of action, causes of action,
agreements (including, without limitation, any agreement(s)
among the Stockholders and Jamita and/or RLG and/or the former
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shareholders of Jamita), bonds, bills, contracts,
controversies, agreements, promises, damages, judgments, debts
or liabilities whatsoever whether known or unknown, suspected
or unsuspected, both at law and in equity, which Jamita and/or
RLG, or their successors, assigns, affiliates and subsidiaries
and, when acting in their capacities as such, each of their
respective officers, directors, employees, counsel, agents,
shareholders, and members, in each case past, current, or as
they may exist at any time after this date, and each Control
Person, now has, or has ever had or may hereafter have against
the respective Releasees arising out of any matter, cause or
event occurring contemporaneously with or prior to the date
hereof arising with respect to Jamita and/or RLG (including
their activities and assets) and the Stockholders' ownership
interest therein and employment thereby, if any, including,
without limitation, any agreement regarding accounts payable
and/or expense reimbursements allegedly due Larry G. Rowedder
and/or Michael Rutherford; PROVIDED, HOWEVER, that nothing
contained herein shall operate to release any (i) obligations
of the Stockholder Releasees to CKHI and/or the Acquisition
Corp. arising under the Agreement and the transaction
documents executed in connection therewith, (ii) any
Stockholder Releasee acting outside the scope of his duty
and/or responsibility as contemplated in or by any agreement
entered into between the parties, (iii) willful misconduct of
any of the Stockholder Releasees, or (iv) any claim or cause
of action against Stockholder Releasee to CKHI and/or the
Acquisition Corp. on account of or arising out of the
Agreement and the transaction documents executed in connection
therewith.
4. Except as stated in the Agreement, the parties hereto
acknowledge and agree that the Stockholders (saving
Rutherford) shall be solely responsible for their pro rata
share (based on their respective share ownership percentages
in Jamita assuming the Rowedder Stockholders owned 100% of
Jamita) of the legal and accounting fees and expenses incurred
on behalf of Jamita and/or the Stockholders, payable to
Graydon Head & Ritchey LLP and Barnes Dennig & Co. Ltd., in
connection with the transaction contemplated by the Agreement.
The parties hereto further acknowledge and agree that
Rutherford shall be solely responsible for any and all legal
and accounting fees and expenses incurred on behalf of
Rutherford and/or RLG by legal counsel and accountants of
Rutherford's and/or RLG's choice in connection with the
transaction contemplated by the Agreement and any other
transaction with CKHI and Acquisition Corp. The parties hereto
fully and unconditionally forever release and discharge the
other parties hereto from any and all claims, demands, manners
of action, causes of action, agreements, bonds, bills,
contracts, controversies, agreements, promises, damages,
judgments, debts or liabilities whatsoever whether known or
unknown, suspected or unsuspected, both at law and in equity,
which such party, or its successors, heirs, executors,
administrators, representatives, affiliates, agents and
assigns now has, has ever had or may hereafter have against
the others arising with respect to such fees and expenses.
5. The undersigned hereby irrevocably covenant to refrain from,
directly or indirectly, asserting any claim or demand, or
commencing, instituting or causing to be commenced, any
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proceeding of any kind against any Releasee or Stockholder
Releasee, based upon any matter purported to be released
hereby.
6. Without in any way limiting any of the rights and remedies
otherwise available to any Releasee or Stockholder Releasee,
the undersigned shall indemnify and hold harmless each
Releasee and Stockholder Releasee from and against all loss,
liability, claim, damage (including incidental and
consequential damages) or expense involving third party
claims, arising directly or indirectly from or in connection
with (i) the assertion by or on behalf of the undersigned, or
his, her, or its heirs, personal representatives, successors,
assigns, affiliates and subsidiaries and, when acting in their
capacities as such, each of their respective officers,
directors, employees, counsel, agents, shareholders, and
members, in each case past, current, or as they may exist at
any time after this date, and each Control Person, of any
claim or other matter purported to be released pursuant to
this Release and (ii) the assertion by any third party of any
claim or demand against any Releasee or Stockholder Releasee
which claim or demand arises directly or indirectly from, or
in connection with, any assertion by or on behalf of the
undersigned, or his heirs, personal representatives,
successors, assigns, affiliates and subsidiaries and, when
acting in their capacities as such, each of their respective
officers, directors, employees, counsel, agents, shareholders,
and members, in each case past, current, or as they may exist
at any time after this date, and each Control Person, against
such third party of any claims or other matters purported to
be released pursuant to this Release.
7. If any immaterial provision of this Release is held invalid or
unenforceable by any court of competent jurisdiction, the
other provisions of this Release will remain in full force and
effect. Any provision of this Release held invalid or
unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.
8. This Release may not be changed except in a writing signed by
the person(s) against whose interest such change shall
operate. This Release shall be governed by and construed under
the laws of the State of Florida without regard to principles
of conflicts of law.
9. All words used in this Release will be construed to be of such
gender or number as the circumstances require.
(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the Stockholders and Jamita have executed and delivered this
Release effective as of the date set forth above.
STOCKHOLDERS:
/s/ Larry G. Rowedder
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Larry G. Rowedder
/s/ Nancy Rowedder
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Nancy Rowedder
/s/ Tammy Anderson
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Tammy Anderson
/s/ Mike Rowedder
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Mike Rowedder
/s/ Gina Rowedder
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Gina Rowedder
/s/ Jacquelyn Rowedder
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Jacquelyn Rowedder
/s/ Larry G. Rowedder
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Larry G. Rowedder as Custodian for
Jessica Anderson under the Ohio
Transfers to Minors Act
/s/ Michael Rutherford
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Michael Rutherford
"JAMITA"
JAMITA, INC.
By: /s/ Larry G. Rowedder
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"RLG"
RUTHERFORD LEARNING GROUP, INC.
By: /s/ Michael Rutherford
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