EXHIBIT 10.19 RELEASE AGREEMENT BETWEEN XXXXXXXX DIGICOM AND RCCCOMMUNICATIONS
THIS RELEASE AGREEMENT, made as of October 15, 1999 between Xxxxxxx Xxxxxxxx,
individually, and on behalf of RCC Communications, Inc., et al , ("Releasor")
and XXXXXXXX DIGICOM, INC. ("Releasee") IT IS AGREED AS FOLLOWS:
Releasor and Releasee mutually agree to cancel and rescind that certain
AGREEMENT OF THE PARTIES dated May 7, 1999 between said parties.
Releasor and Releasee by executing recession and release agreement does
so in full settlement of any and all claims whatsoever against Releasee and
intends and does hereby release Releasee of and from any and all liabilities of
any and every nature whatsoever in tort, contract, at law, in equity or
otherwise (specifically including but not limited to all costs, expenses and
attorneys' fees to which Releasor may have been put for claims accruing prior
to the date hereof) as well as for all consequences, effects and results of
such claims whether the same are now known or unknown to each of said parties,
expected or unexpected or have already appeared or developed or may in the
future appear or develop and Releasor does hereby expressly waive all rights
under Section 1542 of the California Civil Code which states as follow: "1542
Certain claims not affect by general release. A general release does not
extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor."
The parties hereto acknowledge that they may hereafter discover facts
different from or in addition to those they now know or believe to be true with
respect to the claims, debts, liabilities, demands, obligations, costs,
expenses, actions and causes of action herein released, and agree that this
instrument shall be and remain effective in all respects notwithstanding such
different or additional facts.
Releasor acknowledges that no representations of any kind or character
have been made to it by Releasee, or by the agent, representatives or attorneys
of Releasee, in order to induce the execution of this Release Agreement and
that they have been represented by counsel in this matter.
Each party acknowledges that it has had the opportunity to be represented
by counsel of its own choice.
This instrument shall be binding upon the Releasor, its officers,
directors, shareholders, successors, heirs, representatives and assigns and
shall inure to the benefit of Releasee and its officers, directors,
shareholders, successors, heirs, representatives and assigns.
This settlement is made and shall be construed by the laws of the State
of California.
This settlement may be signed in counterparts and a facsimile signature
shall be the same as an original signature.
IN WITNESS WHEREOF, this Release is executed on the date and year first
above written.
RELEASOR: RCC COMMUNICATIONS, INC.
/S/XXXXXXX XXXXXXXX
XXXXXXX XXXXXXXX, President
RELEASEE: Xxxxxxxx Digicom, Inc.
/S/XXXX X. XXXX
XXXX X. XXXX, President/CEO
/S/XXXXXX XXXXXXX
XXXXXX XXXXXXX, Chief Financial Officer
