EXHIBIT10.1 Form ofExchange and Release Agreement, dated as of March 18, 2009, by and between iDNA,Inc., Steven Campus, the Campus Family 2000 Trust and the Trust EstablishedUnder the Will of Nancy Campus.

This EXCHANGE AND RELEASE AGREEMENT is entered into as of March___, 2009, among and between iDNA, Inc. (“iDNA”), a Delaware corporation previously named National Auto Credit, Inc.; Steven Campus (“Campus”); the Campus Family 2000 Trust (the “Family Trust”); and the Trust Established Under the Will of Nancy Campus (the “Shelter Trust” and, collectively with the Family Trust, the “Trusts” and each as a “Trust”; the Trusts and Campus are herein referred to collectively as the “Stockholders” and each as a “Stockholder”).

 

Reference is made to a certain Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of July 31, 2003, by and among iDNA, Campus, the Family Trust  and the Shelter Trust.  Pursuant to and as provided in the Stock Purchase Agreement, iDNA (a) purchased from the Stockholders all of the issued and outstanding shares of capital stock of each of Campus Group Companies, Inc. (“CGCI”), Multi-Video Services, Inc. (“Multi-Video”), Interactive Conferencing Network, Inc. (“Interactive”) and Audience Response Systems, Inc. (“ARSI” and, collectively with CGCI, Multi-Video, Interactive and ARSI, the “Campus Corporations”) and (b) in consideration for the acquisition of such shares of capital stock, made a cash payment to the Stockholders and issued to the Stockholders certain Promissory Notes (as defined in the Stock Purchase Agreement) for the balance of the purchase price therefor.

Reference is also made to a certain Reduction of Purchase Price Agreement effective as of July 3, 2008,   whereby iDNA and the Stockholders agreed to restructure the Promissory Notes and other financial matters contemplated by the Stock Purchase Agreement through a combination of (a) an adjustment of the Purchase Price (as defined in the Stock Purchase Agreement) and a corresponding reduction in the outstanding amount of the Promissory Notes and (b) the issuance to the Stockholders two million five hundred thousand (2,500,000) shares of iDNA common stock, par value $0.05 per share,  that were issued to the Stockholders in connection with the Reduction of Purchase Price Agreement (the “Issued Shares”), in full satisfaction of amounts outstanding under the Promissory Notes as so reduced, subject, however, to the obligation of iDNA (under certain circumstances) to redeem such Issued Shares from the Stockholders and the right of the Stockholders (under certain circumstances) to put such Issued Shares back to iDNA.

Capitalized terms that are defined in the Stock Purchase Agreement and the Reduction of Purchase Price Agreement and are used herein shall (unless otherwise defined herein) when used herein have the respective meanings ascribed to such terms in the Stock Purchase Agreement and Reduction of Purchase Price Agreement.

 

           iDNA and the Stockholders (collectively, the “Parties” and each a “Party”) have determined and agreed to terminate the Reduction of Purchase Price Agreement and the transactions and obligations arising thereunder on the terms and conditions set forth herein.

1.    Return of the Capital Stock of Campus Corporations.  Upon the full execution and delivery of this Agreement, iDNA shall deliver to the Stockholders all of the issued and outstanding shares of capital stock of each of the Campus Corporations (the “Campus Stock”), together with appropriate stock powers signed by iDNA. The Campus Stock shall be allocated among and between the Stockholders as they shall determine and specify in their sole discretion.  iDNA represents and warrants that (a) it has not pledged or hypothecated any of the Campus Stock, (b) the Campus Stock delivered to the Stockholders constitutes 100 percent of the equity securities of each of the Campus Corporations, (c) iDNA has not issued any contracts or other rights to any person or entity to acquire any securities of the Campus Corporations, and (d) upon delivery of the Campus Stock to the Stockholders, the Stockholders will have acquired good and marketable title in and to the Campus Stock.

2.    Amended Promissory Notes. The Stockholders acknowledge that the Promissory Notes and the Amended Promissory Notes have been satisfied and that, upon the full execution and delivery of this Agreement, they shall deliver to iDNA all of the Promissory Notes and all of the Amended Promissory Notes (to the extent they have not previously done so).  The Stockholders represent and warrant that (a) they have not pledged or hypothecated any of the Promissory Notes or Amended Promissory Notes, (b) the Amended Promissory Notes and  Promissory Notes delivered to iDNA constitute 100 percent of the Amended Promissory Notes, and Promissory Notes, (c) the Stockholders have not issued any contracts or other rights to acquire any interest in the Amended Promissory Notes or  Promissory Notes to any person or entity.

3.    Return of the Issued Shares. Upon the full execution and delivery of this Agreement, the Stockholders shall deliver to iDNA all of the Issued Shares, (i.e., the two million five hundred thousand (2,500,000) shares of iDNA Common Stock that were issued to the Stockholders in connection with the Reduction of Purchase Price Agreement), together with appropriate stock powers signed by the Stockholders.   The Stockholders represent and warrant that (a) the Stockholders have not pledged or hypothecated any of the Issued Shares, (b) the Stockholders have not issued any contracts or other rights to acquire any interest in the Issued Shares to any person or entity, and (c) upon delivery of the Issued Shares to iDNA,  iDNA will have acquired good and marketable title in and to the Issued Shares.

4.    Because the business of the Campus Corporations has been operated in material part by representatives of both iDNA and the Stockholders, and because of the close relationship of the Parties since the July 2003 closing of the Stock Purchase Agreement, each of iDNA and the Stockholders acknowledges that they are fully familiar with the affairs, business, activities, assets, liabilities, financial condition and prospects of iDNA and the Campus Corporations. Accordingly, no Party has made or relied on any representation, promise, or statement other than as expressly set forth herein, and no Party has or shall have any duty of disclosure to the other party with respect  to iDNA or the Campus Corporations.

5.    Release of Stockholders and Steve Campus.  Except with respect to the provisions of this Exchange and Release Agreement, iDNA hereby releases, waives  and discharges the Stockholders and Steven Campus from and against all contracts, claims, promises, debts, covenants, guarantees, security agreements, pledge agreements, liabilities and obligations (collectively, “Liabilities”)  arising at any time prior to the date hereof, including but not limited to all Liabilities arising under the Promissory Notes, the Amended Promissory Notes, the Stock Purchase Agreement, the Employment Agreement, the Non-Competition and Non-Solicitation Agreement, and the Reduction of Purchase Price Agreement.

6.    Release of iDNA. Except with respect to (a) the provisions of this Exchange and Release Agreement, and (b) any right of Steven Campus to indemnification or to the benefits of any directors and officers liability insurance arising or existing as a consequence of his former service as an employee, officer or director of any iDNA subsidiary or affiliate, the Stockholders and Steven Campus hereby release, waive  and discharge iDNA and IDNA’s officers,  directors and agents from and against all contracts, claims, promises, debts, covenants, guarantees, security agreements, pledge agreements, liabilities and obligations (collectively, “Liabilities”)  arising at any time prior to the date hereof, including but not limited to all Liabilities arising under the Promissory Notes, the Amended Promissory Notes, the Stock Purchase Agreement, the Pledge Agreement, the Guarantee, the Employment Agreement, the Non-Competition and Non-Solicitation Agreement, and the Reduction of Purchase Price Agreement.

7.    Tax Matters.  iDNA shall be responsible for all federal, state and local taxes and tax obligations (including interest and penalties)  of any kind or type incurred by the Campus Corporations or for which the Campus Corporations are liable for all periods through and including the date of this Agreement, and shall indemnify and hold harmless the Stockholders from such tax obligations.  The Campus Corporations  shall be solely responsible for all federal, state and local taxes and tax obligations (including interest and penalties)  of any kind or type incurred by the Campus Corporations or for which the Campus Corporations are liable for all periods subsequent to the date of this Agreement, and the Stockholders shall indemnify and hold harmless the Stockholders from such tax obligations.  Without limitation to the foregoing: