Acknowledgement of Discharge of Indebtedness, Release of Claims and Agreement



 Exhibit 4.8 
  

ACKNOWLEDGEMENT OF 
 DISCHARGE OF
INDEBTEDNESS, 
 RELEASE OF CLAIMS 
 AND 
 AGREEMENT 
  
 Sandera Partners, L.P., a Texas limited partnership (“Sandera”), hereby acknowledges and agrees that all
indebtedness and any other obligation owing from Axtive Corporation, a Delaware corporation (“Axtive”), to Sandera arising under or relating to either of (i) that certain Loan Agreement, dated April 23, 2003, by and between Axtive and
Sandera, and (ii) that certain Promissory Note, dated April 23, 2003, in the original principal amount of $18,943.24 payable by Axtive to the order of Sandera (collectively, the “Loan Documents”) is hereby discharged in full,
including, without limitation, any accrued and unpaid interest, fees, charges, and expenses relating to the Loan Documents (collectively, the “Indebtedness”). 
  
 Sandera hereby acknowledges and agrees that the discharge of Indebtedness contained herein is granted as partial
consideration for Axtive’s issuance to Sandera of Two Hundred Fifty (250) shares of Axtive’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred Shares”), pursuant to that certain Subscription and
Securities Purchase Agreement, of even date herewith, to which each of Axtive and Sandera, among others, is a party (the “Stock Purchase Agreement”). 
  

As additional consideration for such issuance, and subject to delivery of certificates evidencing the Preferred Shares to Sandera in accordance with
the terms and provisions of the Stock Purchase Agreement, Sandera releases Axtive, its successors and assigns, and each of their respective officers, directors, employees and agents, from any and all claims, liability, losses and damages whatsoever
with respect to any and all payment or other obligations, covenants or commitments of Axtive to or in favor of Sandera arising under or in relation to the Indebtedness; provided, however, that nothing contained in this paragraph shall
be construed to release Axtive from any of representation, warranty, covenant or other obligation made to or in favor of Sandera and set forth in the Stock Purchase Agreement. SANDERA HEREBY ACKNOWLEDGES AND AGREES THAT AXTIVE’S SUCCESSORS
AND ASSIGNS, AND EACH OF AXTIVE’S AND ITS SUCCESSORS AND ASSIGNS’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SHALL BE DEEMED TO BE THIRD PARTY BENEFICIARIES OF THE RELEASE SET FORTH ABOVE IN THIS PARAGRAPH.  
  
 Each of Sandera and Axtive further hereby acknowledges, agrees and covenants
that it shall promptly execute and deliver to the other party any and all instruments, agreements or other documents that shall be prepared and reasonably request to be so executed and delivered by such other party, and to take all other action
reasonably requested by such other party that is consistent with the discharge of the Indebtedness and all other express purposes of this Acknowledgement of Discharge of Indebtedness, Release of Claims and Agreement. 
  
 This instrument may be executed in counterparts, each of which shall
constitute an original but all of which shall constitute but one and the same instrument. One or more 







 
counterparts of this instrument may be delivered via facsimile, with the intention that they shall have the same effect as an original counterpart hereof.
THIS ACKNOWLEDGEMENT OF DISCHARGE OF INDEBTEDNESS, RELEASE OF CLAIMS AND AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES OF
SUCH STATE THAT WOULD FRUSTRATE THE APPLICATION OF THE SUBSTANTIVE LAWS OF SUCH STATE. 
  

	 SANDERA PARTNERS, L.P.,
             a Texas limited partnership

		
	 By:
	 	 Sandera Capital Management, L.P.,
its sole general partner

		
	 	 	       By: Sandera Capital, L.L.C.,
                   its sole general
partner




				
	 	 	 	 	            By:
  
	 	 /s/    J. KEITH
BENEDICT        


	 	 	 	 	            Name:
	 	 J. Keith Benedict

	 	 	 	 	            Title:
	 	 Vice President



  
  

	 AXTIVE CORPORATION

		
	 By:
	 	 /s/    DAVID N.
PILOTTE        


	 Name:
	 	 David N. Pilotte

	 Title:
	 	 Executive Vice President, Chief Financial
   Officer and Secretary