Mutual General Release Agreement between RelationServe Media, Inc. and the Hirsch Affiliates (February 3, 2006)

 Exhibit 10.13 MUTUAL GENERAL RELEASE THIS GENERAL MUTUAL RELEASE, dated as of February 3rd, 2006 (this "Release"), by and among (i) RelationServe Media, Inc., a Delaware corporation ("RelationServe"), its officers, directors and subsidiaries and (ii) Scott Hirsch, Danielle Karp, Boston Technology Ventures Corporation and McCall & Estes Advertising, Inc. (collectively the "Hirsch Affiliates"). 1. RELEASE. TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT EACH OF THE UNDERSIGNED, in consideration of a reciprocal Release and other good and valuable consideration received from each other party hereto, receipt and adequacy of which is hereby acknowledged, having been represented by counsel and having been fully and adequately informed as to the facts, consequences and circumstances surrounding this Release, and representing and warranting that the claims, causes of actions and other rights set forth below and which are the subject of this Release have not heretofore been assigned or otherwise transferred to any other person, but subject to the immediately following paragraph hereof, hereby releases and discharges, individually and collectively, one another, and their respective present and former officers, directors, shareholders, members, agents, employees, servants, affiliates, subsidiaries, general and/or limited partners (and their respective general and/or limited partners or members), attorneys, representatives and management companies and (to the maximum extent applicable) the respective officers, directors, shareholders, members, agents, employees, servants, affiliates, subsidiaries, general and/or limited partners (and their respective general and/or limited partners or members), attorneys, representatives and management companies of each of the foregoing, and each person who controls any of the foregoing, as well as their respective heirs, administrators, executors, successors and assigns, from and against any and all actions, causes of action, suits, debts, dues, sums of money, obligations, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgment, extents, executions, claims, liabilities, rights and demands whatsoever, of whatever kind or nature, in contract or in tort, in law or equity, known or unknown, which such releasing party or any party claiming by or through such releasing party 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 hereof, PROVIDED, HOWEVER, neither party releases the other as to the agreements executed on the date hereof. It is understood and agreed that each of the undersigned below hereby expressly waives any and all laws or statutes, of any jurisdiction whatsoever, which may provide that a general release does not extend to claims not known or suspected to exist at the time of executing a release which if known would have materially affected the decision to give said release. It is expressly intended and agreed that this Release does in fact extend to such unknown or unsuspected Claims related to anything which has happened to the date hereof even if knowledge thereof would have materially affected the decision to give said release. 2. ASSIGNMENT. Each of the undersigned hereby covenants and represents that he has not assigned, transferred, or otherwise conveyed any of the Claims being released herein.  PRIVILEGED AND CONFIDENTIAL 3. CONSIDERATION. Each of the undersigned has received good, valuable and sufficient consideration for making this Release. Each of the undersigned further acknowledges and warrants that this Release shall not be voidable for any reason including, but not limited to, any claim of mistake of fact or the adequacy or inadequacy of consideration. 4. INDEPENDENT LEGAL COUNSEL. Each of the undersigned acknowledges that he has consulted with independent legal counsel regarding the legal effect of this Release and enters into it freely and voluntarily. 5. GOVERNING LAW. This Release shall be governed by and construed in accordance with the laws of the State of New York without giving regard to its conflicts of laws principles. 6. ENTIRE AGREEMENT. This Release shall constitute the entire agreement of the parties relating to the subject matter herein and supersedes any prior oral or written agreement or understanding with respect thereto. This Release may be amended or modified only by a writing signed by all parties. 7. BINDING. This Release shall be binding upon and inure to the benefit of the heirs, devisees, legatees, executors, administrators, successors and assigns of each of the undersigned. 2  IN WITNESS WHEREOF, each of the undersigned has executed this Release as of the first date set forth above. RELATIONSERVE MEDIA, INC. /s/ Shawn McNamara --------------------------------- By: Shawn McNamara Title: Chief Executive Officer STATE OF FLORIDA ) ss.: COUNTY OF BROWARD ) On the ____ day of February, 2006, before me personally appeared Shawn McNamara, an authorized officer of RelationServe personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed on the within instrument and acknowledged to me that he executed the same. - ---------------------------------------- Notary Public /s/ Scott Hirsch --------------------------------- Scott Hirsch STATE OF FLORIDA ) ss.: COUNTY OF __________) On the ____ day of February, 2006, before me personally appeared Scott Hirsch, an personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed on the within instrument and acknowledged to me that he executed the same. - ---------------------------------------- Notary Public  PRIVILEGED AND CONFIDENTIAL /s/ Danielle Karp --------------------------------- Danielle Karp STATE OF FLORIDA ) ss.: COUNTY OF BROWARD ) On the 3rd day of February, 2006, before me personally appeared Danielle Karp, an personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed on the within instrument and acknowledged to me that he executed the same. - ---------------------------------------- Notary Public 3  PRIVILEGED AND CONFIDENTIAL BOSTON TECHNOLOGY VENTURES CORPORATION /s/ Stacy McCall --------------------------------------- By: Stacy McCall Title: STATE OF FLORIDA ) ss.: COUNTY OF __________) On the ____ day of February, 2006, before me personally appeared Scott Hirsch, an authorized officer of Boston Technology Ventures Corporation personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed on the within instrument and acknowledged to me that he executed the same. - ---------------------------------------- Notary Public MCCALL & ESTES ADVERTISING, INC. /s/ Stacy McCall --------------------------------------- By: Stacy McCall Title: Address: STATE OF FLORIDA ) ss.: COUNTY OF ________ ) On the ____ day of February, 2006, before me personally appeared Scott Hirsch, an authorized officer of McCall & Estes Advertising, Inc. personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed on the within instrument and acknowledged to me that he executed the same. - ---------------------------------------- Notary Public 5