TO ALL WHO THESE PRESENTS SHALL COME OR MAY CONCERN, know that INTRATECH
CAPITAL PARTNERS, LTD. ("INTRATECH"), on the one hand, and VERTICALBUYER, INC., a
Delaware corporation, on the other, ("VBYR" and INTRATECH each individually and collectively referred to as
"Party" or "Parties"), in consideration of the Payment (defined below), the receipt and adequacy of which are
hereby acknowledged, release and discharge each other, each other's servants, agents, principals, affiliates,
employees, attorneys, subsidiaries, parents, heirs, executors, administrators, successors and assigns from all
actions, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions,
any and all claims and demands whatsoever, in law, admiralty or equity, which against the other, either Party, or
either Party's servants, agents, affiliates, subsidiaries, parents, partners, heirs, executors, administrators,
successors and assigns ever had, now have or hereafter can, shall or may have for, upon, or by reason of any
matter, cause or thing whatsoever from the beginning of the world to the date of this Mutual Release.
The Parties expressly warrant and covenant that each of them will not bring suit, claim or cause of action against
the other or any of them in connection with any and all past, present and future claims, demands, obligations,
causes of action or rights which each Party now has or which may hereinafter accrue respecting the Invoices.
This Mutual Release is contingent upon INTRATECH's receipt of Seventeen Thousand Five Hundred and
00/100 ($17,500.00) dollars (the "Payment") from VBYR. Upon INTRATECH's receipt of the Payment,
Gottbetter & Partners, as Escrow Agent, is hereby authorized to file the Release of Judgment attached hereto as
Exhibit A with the County Court at Law No. 2, Dallas County, Texas.
Whenever the text hereof r