Filed by Bowne Pure Compliance






Exhibit 10.1



AGREEMENT




RECITALS




WHEREAS, Kolorfusion International, Inc. (“Kolorfusion”) filed a civil lawsuit against Stephen
R. Nagel (“Nagel”) in Arapahoe County District Court, Case No. 2009CV463, State of Colorado, (“the
Litigation”) on February 23, 2009. The Litigation relates to disputes over the management of
Kolorfusion.



WHEREAS, Nagel wishes to avoid the costs of further litigation, without admission of liability
or wrongdoing, and to settle and finally resolve this dispute on the terms and conditions set forth
herein.



NOW THEREFORE, Stephen R. Nagel, in consideration for the dismissal, without prejudice, of the
Litigation brought by Kolorfusion International, Inc. (“Kolorfusion”), agrees as follows:



TERMS OF AGREEMENT





1. In return for the dismissal of the Litigation without prejudice, Nagel agrees that:




	 	a.	 	The February 13, 2009 special meeting of the board of directors
of Kolorfusion was properly noticed and held.
	 
	 	b.	 	Nagel no longer is president or any other officer of
Kolorfusion.
	 
	 	c.	 	Nagel no longer is an employee of Kolorfusion.
	 
	 	d.	 	Nagel will not enter the premises of Kolorfusion except upon
the express invitation of the board of directors.
	 
	 	e.	 	The February 11, 2009 attempted removal of Thomas Gerschman as
a director of Kolorfusion was ineffective.
	 
	 	f.	 	The February 12, 2009 attempted appointment of Arnold Tinter as
a director of Kolorfusion was ineffective.
	 
	 	g.	 	Within twenty-four hours of signing this agreement, Nagel will
notify all banks with whom Kolorfusion currently has bank accounts that Nagel
no longer is a signatory on those accounts. Nagel will provide evidence of
notification to Kolorfusion’s counsel within two hours of making such
notification.





 


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	 	h.	 	As long as Nagel remains a director of Kolorfusion, Nagel will
agree to act in accordance with the standard of care required by federal and
state statutes.
	 
	 	i.	 	Subject to the provisions of section 5 below, Nagel will comply
with the actions mandated to him by the February 13, 2009, Resolutions of
Kolorfusion’s directors, as set forth in the Minutes of Meeting of Board of
Directors of Kolorfusion International, Inc., which are attached hereto and
incorporated herein by reference.





2. Dismissal of Litigation. Upon the Parties’ execution of this Agreement,
Kolorfusion shall dismiss the Litigation, without prejudice, each party to bear his or its own
attorney fees and costs.




3. Limited Waivers.




A. Kolorfusion hereby waives any claims it may have, if any, against Nagel, for:




i. continuing to hold himself out as president of Kolorfusion from February 13,
2009, to the point in time Nagel signs this Agreement;




ii. the ineffective removal of Thomas Gerschman as director of Kolorfusion and
the related form 8K filing with the United States Securities and Exchange
Commission; and




iii. the ineffective appointment of Arnold Tinter as director of Kolorfusion
and the related form 8K filing with the United States Securities and Exchange
Commission.



However, nothing in this Limited Waiver shall be construed as a waiver or release of any
claims Kolorfusion may have against Nagel for any acts or omissions by Mr. Nagel before or after
February 13, 2009, except as expressly set forth in this Limited Waiver provision.



B. Nagel hereby waives any claims he may have, if any, against Kolorfusion or its officers or
directors, that the February 13, 2009, meeting of directors was not a duly called and held meeting
held in accordance with the company’s governing documents and the Colorado Business Corporation
Act.



4. Nagel hereby represents that, since February 13, 2009, he has not entered into any
agreements with any third parties which will bind Kolorfusion in the future.



5. No Release. Except as provided in Paragraph 3 of this Agreement (Limited Waivers),
no Party to this Agreement releases any other Party from past, present and future claims, damages,
or causes of action of any kind.


 


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6. Consultation with an Attorney. Nagel acknowledges that this Agreement has
important legal consequences and also acknowledges that he has been advised to consult an attorney
before signing this Agreement.



7. Entire Agreement. This Agreement, together with any other instruments or
agreements referred to herein, constitutes the entire agreement with respect to the subject matter
hereof, and there are no other representations, warranties, or agreements, except as provided
herein.



8. Governing Law. This Agreement shall be governed by the laws of the State of
Colorado.



9. Attorney Fees. In the event any judicial or other adversarial proceeding
concerning this Agreement, the substantially prevailing party shall be entitled to recover all of
its reasonable attorney fees and other costs, in addition to any other relief to which it may be
entitled.



10. Venue. The Parties agree that any action to enforce this Agreement shall be
brought in the District Court for Arapahoe County, Colorado, with all Parties hereto hereby
agreeing and stipulating that such Court has jurisdiction over them and over such an action.




Dated this 26th day of February, 2009.



	 	 	 
	STEPHEN R. NAGEL
	 	 
	 
	 	 
	/s/
 


	 	 
	 
	 	 
	Date: February 25, 2009                                 
	 	 
	 
	 	 






	 	 	 	 	 
	KOLORFUSION INTERNATIONAL, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/
 

Name:Thomas Gerschman
	 	 
	 

	 	Title: CEO	 	 
	 
	 	 	 	 
	 

	 	Date: February 25, 2009                         	 	 







 


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