Sample Business Contracts

Agreement and Release - E-City Software Inc. and Anis Jessa

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Agreement and Release

         This Agreement and Release ("Release") is entered into by and between
Anis Jessa ("Consultant") and E-City Software, Inc., a Nevada corporation
("E-City"), dated October 16, 2003.

         Whereas the Consultant and E-City entered into that certain Consulting
         Agreement dated May 23, 2003 ("Agreement");
         And Whereas, the tax liability of Consultant referred to in the
         agreement was higher than the parties anticipated;
         And Whereas, Consultant desires that E-City pay all payroll and other
         taxes for which Consultant is liable, even extending beyond the amounts
         called for in the Agreement;
         And Whereas, Consultant was to exchange free-trading shares of stock
         for a greater number of options to purchase stock under the Agreement,
         but neither party wishes to proceed with this aspect of the


          1. Tax Liability  Paid. The Consultant  acknowledges  that any and all
     tax  liability  referred  to in the  Agreement  has  been  fully  paid  and
     satisfied  by  E-City  and  that  E-City's  obligations  in the  Agreement,
     including but not limited to the granting of options, are hereby rescinded.

          2. Return of Shares. E-City agrees to immediately return to Consultant
     the 2,149,000 shares of common stock which the Consultant originally had.

          3.  Consultant did not actually  provide any services to E-City and is
     released from any obligation to do so.

          4. The  parties  release  each  other  from each and every  obligation
     contained in the Agreement,  except for sections 13, and 17-22, which shall
     still remain in full force and effect.

          5. Mutual Release. Other that as enumerated in this Agreement,  E-City
     and  Consultant,  on  behalf  of  their  officers,  directors,   employees,
     shareholders,   successors,   assigns,  service  providers  hereby  forever
     release, discharge,  cancel and waive any claim, right, entitlement,  cause
     of  action  that  they may  have  against  each  other,  including  against
     officers, directors, employees, shareholders,  successors, assigns, service
     providers of each other. Such a release is without limitation. Both parties
     specifically  waive any  provision  under  Nevada  or other  law  regarding
     presently  unknown claims and waives and discharges  permanently any claim,
     whether  known  or  unknown  except  in the case of  material  fraud in the
     inducement of the Agreement.

         Agreed to and acknowledged this 16th day of October, 2003 by

         E-City Software, Inc.

         /s/ William C. Robinson
         William C. Robinson, CEO

         Anis Jessa, an individual

         /s/ Anis Jessa