COMPASS KNOWLEDGE HOLDINGS INC
MUTUAL GENERAL RELEASE
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>8
<FILENAME>ex10-14.txt
<DESCRIPTION>MUTUAL GENERAL RELEASE
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.14


                                    EXHIBIT F

                             MUTUAL GENERAL RELEASE

         MUTUAL GENERAL RELEASE of Larry G. Rowedder, Nancy Rowedder, Tammy
         Anderson, Mike Rowedder, Gina Rowedder, Jacquelyn Rowedder, and Larry
         G. Rowedder as Custodian for Jessica Anderson Under the Ohio Transfers
         to Minors Act (collectively, the "Rowedder Stockholders"), Michael
         Rutherford ("Rutherford," and collectively with the Rowedder
         Stockholders, the "Stockholders"), Jamita, Inc., an Ohio corporation
         ("Jamita") and Rutherford Learning Group, Inc., a North Carolina
         corporation ("RLG"), executed effective as of 11:59 p.m. on July 31,
         2000.

                               STATEMENT OF FACTS

         A.       Stockholders are all of the shareholders of Jamita and
                  Rutherford is the sole shareholder of RLG.

         B.       This Release is being executed and delivered in accordance
                  with Sections 7.13 and 8.9 of the Agreement and Plan of Stock
                  Purchase (the "Agreement") by and among Compass Knowledge
                  Holdings, Inc., a Nevada corporation ("CKHI"), Compass
                  Acquisition Corp., a Florida corporation ("Acquisition
                  Corp."), Jamita and the Stockholders dated as of the date
                  hereof.

         C.       All terms not defined in this Release shall have the meanings
                  ascribed to such terms in the Agreement.

         D.       For good and valuable consideration, including without
                  limitation, the consideration described in the Agreement, the
                  receipt, adequacy and sufficiency of which are hereby
                  acknowledged, the Stockholders, Jamita and RLG agree as
                  follows:

                                    AGREEMENT

         1.       The parties hereto acknowledge that their execution and
                  delivery of this Release is a condition to the other parties'
                  obligations to consummate the Agreement and that such other
                  parties are relying on this Release in consummating such
                  transaction.

         2.       Each of the Stockholders, on behalf of himself or herself and
                  his or her successors, heirs, executors, administrators,
                  representatives, affiliates, agents and assigns, fully and
                  unconditionally forever releases and discharges Jamita, RLG,
                  CKHI, the Acquisition Corp., and all of the other Stockholders
                  and their successors, assigns, affiliates and subsidiaries




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                  and, when acting in their capacities as such, each of their
                  respective officers, directors, employees, counsel, agents,
                  shareholders, and members, in each case past, current, or as
                  they may exist at any time after this date, and each person (a
                  "Control Person"), if any, who controls, controlled, or will
                  control any of them within the meaning of Section 15 of the
                  Securities Act of 1933, as amended, or Section 20(a) of the
                  Securities Exchange Act of 1934, as amended (collectively, the
                  "Releasees"), from any and all claims, demands, manners of
                  action, causes of action, agreements (including, without
                  limitation, any agreement(s) among the Stockholders and Jamita
                  and/or RLG and/or Rutherford or the former shareholders of
                  Jamita and/or RLG), bonds, bills, contracts, controversies,
                  agreements, promises, damages, judgments, debts or liabilities
                  whatsoever whether known or unknown, suspected or unsuspected,
                  both at law and in equity, which the Stockholders, or their
                  heirs, executors, administrators, representatives, affiliates,
                  agents, successors or assigns, now has, has ever had or may
                  hereafter have against the respective Releasees arising out of
                  any matter, cause or event occurring contemporaneously with or
                  prior to the date hereof arising with respect to Jamita and/or
                  RLG (including their activities and assets) and the
                  Stockholders' ownership interest therein and employment
                  thereby, if any, including, without limitation, any agreement
                  regarding accounts payable and/or expense reimbursements
                  allegedly due Larry G. Rowedder and/or Michael Rutherford;
                  PROVIDED, HOWEVER, that nothing contained herein shall operate
                  to release any (i) obligations of CKHI or the Acquisition
                  Corp. arising under the Agreement and the transaction
                  documents executed in connection therewith, or any claim or
                  cause of action against Releasees on account of or arising out
                  of the Agreement and the transaction documents executed in
                  connection therewith.

         3.       Jamita and RLG, on behalf of themselves and their successors,
                  assigns, affiliates and subsidiaries and, when acting in their
                  capacities as such, each of their respective officers,
                  directors, employees, counsel, agents, shareholders, and
                  members, in each case past, current, or as they may exist at
                  any time after this date, and each Control Person, fully and
                  unconditionally forever releases and discharges the
                  Stockholders and their successors, heirs, executors,
                  administrators, representatives, affiliates, agents and
                  assigns (collectively, the "Stockholder Releasees"), from any
                  and all claims, demands, manners of action, causes of action,
                  agreements (including, without limitation, any agreement(s)
                  among the Stockholders and Jamita and/or RLG and/or the former



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                  shareholders of Jamita), bonds, bills, contracts,
                  controversies, agreements, promises, damages, judgments, debts
                  or liabilities whatsoever whether known or unknown, suspected
                  or unsuspected, both at law and in equity, which Jamita and/or
                  RLG, or their successors, assigns, affiliates and subsidiaries
                  and, when acting in their capacities as such, each of their
                  respective officers, directors, employees, counsel, agents,
                  shareholders, and members, in each case past, current, or as
                  they may exist at any time after this date, and each Control
                  Person, now has, or has ever had or may hereafter have against
                  the respective Releasees arising out of any matter, cause or
                  event occurring contemporaneously with or prior to the date
                  hereof arising with respect to Jamita and/or RLG (including
                  their activities and assets) and the Stockholders' ownership
                  interest therein and employment thereby, if any, including,
                  without limitation, any agreement regarding accounts payable
                  and/or expense reimbursements allegedly due Larry G. Rowedder
                  and/or Michael Rutherford; PROVIDED, HOWEVER, that nothing
                  contained herein shall operate to release any (i) obligations
                  of the Stockholder Releasees to CKHI and/or the Acquisition
                  Corp. arising under the Agreement and the transaction
                  documents executed in connection therewith, (ii) any
                  Stockholder Releasee acting outside the scope of his duty
                  and/or responsibility as contemplated in or by any agreement
                  entered into between the parties, (iii) willful misconduct of
                  any of the Stockholder Releasees, or (iv) any claim or cause
                  of action against Stockholder Releasee to CKHI and/or the
                  Acquisition Corp. on account of or arising out of the
                  Agreement and the transaction documents executed in connection
                  therewith.

         4.       Except as stated in the Agreement, the parties hereto
                  acknowledge and agree that the Stockholders (saving
                  Rutherford) shall be solely responsible for their pro rata
                  share (based on their respective share ownership percentages
                  in Jamita assuming the Rowedder Stockholders owned 100% of
                  Jamita) of the legal and accounting fees and expenses incurred
                  on behalf of Jamita and/or the Stockholders, payable to
                  Graydon Head & Ritchey LLP and Barnes Dennig & Co. Ltd., in
                  connection with the transaction contemplated by the Agreement.
                  The parties hereto further acknowledge and agree that
                  Rutherford shall be solely responsible for any and all legal
                  and accounting fees and expenses incurred on behalf of
                  Rutherford and/or RLG by legal counsel and accountants of
                  Rutherford's and/or RLG's choice in connection with the
                  transaction contemplated by the Agreement and any other
                  transaction with CKHI and Acquisition Corp. The parties hereto
                  fully and unconditionally forever release and discharge the
                  other parties hereto from any and all claims, demands, manners
                  of action, causes of action, agreements, bonds, bills,
                  contracts, controversies, agreements, promises, damages,
                  judgments, debts or liabilities whatsoever whether known or
                  unknown, suspected or unsuspected, both at law and in equity,
                  which such party, or its successors, heirs, executors,
                  administrators, representatives, affiliates, agents and
                  assigns now has, has ever had or may hereafter have against
                  the others arising with respect to such fees and expenses.

         5.       The undersigned hereby irrevocably covenant to refrain from,
                  directly or indirectly, asserting any claim or demand, or
                  commencing, instituting or causing to be commenced, any



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                  proceeding of any kind against any Releasee or Stockholder
                  Releasee, based upon any matter purported to be released
                  hereby.

         6.       Without in any way limiting any of the rights and remedies
                  otherwise available to any Releasee or Stockholder Releasee,
                  the undersigned shall indemnify and hold harmless each
                  Releasee and Stockholder Releasee from and against all loss,
                  liability, claim, damage (including incidental and
                  consequential damages) or expense involving third party
                  claims, arising directly or indirectly from or in connection
                  with (i) the assertion by or on behalf of the undersigned, or
                  his, her, or its heirs, personal representatives, successors,
                  assigns, affiliates and subsidiaries and, when acting in their
                  capacities as such, each of their respective officers,
                  directors, employees, counsel, agents, shareholders, and
                  members, in each case past, current, or as they may exist at
                  any time after this date, and each Control Person, of any
                  claim or other matter purported to be released pursuant to
                  this Release and (ii) the assertion by any third party of any
                  claim or demand against any Releasee or Stockholder Releasee
                  which claim or demand arises directly or indirectly from, or
                  in connection with, any assertion by or on behalf of the
                  undersigned, or his heirs, personal representatives,
                  successors, assigns, affiliates and subsidiaries and, when
                  acting in their capacities as such, each of their respective
                  officers, directors, employees, counsel, agents, shareholders,
                  and members, in each case past, current, or as they may exist
                  at any time after this date, and each Control Person, against
                  such third party of any claims or other matters purported to
                  be released pursuant to this Release.

         7.       If any immaterial provision of this Release is held invalid or
                  unenforceable by any court of competent jurisdiction, the
                  other provisions of this Release will remain in full force and
                  effect. Any provision of this Release held invalid or
                  unenforceable only in part or degree will remain in full force
                  and effect to the extent not held invalid or unenforceable.

         8.       This Release may not be changed except in a writing signed by
                  the person(s) against whose interest such change shall
                  operate. This Release shall be governed by and construed under
                  the laws of the State of Florida without regard to principles
                  of conflicts of law.

         9.       All words used in this Release will be construed to be of such
                  gender or number as the circumstances require.

            (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)



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IN WITNESS WHEREOF, the Stockholders and Jamita have executed and delivered this
Release effective as of the date set forth above.

                                         STOCKHOLDERS:

                                         /s/ Larry G. Rowedder
                                         -------------------------------------
                                         Larry G. Rowedder

                                         /s/ Nancy Rowedder
                                         -------------------------------------
                                         Nancy Rowedder

                                         /s/ Tammy Anderson
                                         -------------------------------------
                                         Tammy Anderson

                                         /s/ Mike Rowedder
                                         -------------------------------------
                                         Mike Rowedder

                                         /s/ Gina Rowedder
                                         -------------------------------------
                                         Gina Rowedder

                                         /s/ Jacquelyn Rowedder
                                         -------------------------------------
                                         Jacquelyn Rowedder

                                         /s/ Larry G. Rowedder
                                         -------------------------------------
                                         Larry G. Rowedder as Custodian for
                                         Jessica Anderson under the Ohio
                                         Transfers to Minors Act

                                         /s/ Michael Rutherford
                                         -------------------------------------
                                         Michael Rutherford

                                        "JAMITA"

                                         JAMITA, INC.

                                         By: /s/ Larry G. Rowedder
                                            ----------------------------------

                                         "RLG"

                                          RUTHERFORD LEARNING GROUP, INC.

                                          By: /s/ Michael Rutherford
                                            ----------------------------------




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