EXHIBIT 10.17 RELEASE AGREEMENT BETWEEN XXXXXXXX DIGICOM AND SIERRA NEVADA
ADVISORS, INC.
SIERRA/XXXXXXXX RELEASE AGREEMENT
THIS RELEASE AGREEMENT, made as of July 29, 1999 between SIERRA NEVADA
ADVISORS, INC, XXXX XXXXXXXX, et al ("Releasor") and XXXXXXXX DIGICOM, INC.
("Releasee").
IT IS AGREED AS FOLLOWS:
1. Releasor, in consideration of the transfer of 4,000,000 shares of
restricted (Rule 144 stock of Releasee) delivery of which is acknowledged to
be in process, does hereby and for its agents, representatives, shareholders,
officers, directors, successors and assigns release, acquit and forever
discharge Releasee, and its agents, representatives, shareholders, officers,
directors, successors and assigns from any and all claims, actions, causes of
action, demands, rights, damages, or costs, which Releasor now has or which may
hereafter accrue on account of or in any way growing out of any transactions or
relationships between Releasor and Releasee. This agreement is intended by the
Releasor to give a full and complete release of any and all claims whatsoever
that Releasor has or may have jointly or severally. Releasee in turn
discharges Releasor from any claims it may have against Releasor. The release
does not cover Xxx Xxxx aka Xxxxx Xxxxx, or Xxxxx Xxx.
2. Releasor by executing this Release 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.
3. 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.
4. Releasor agrees to indemnify and hold Releasee harmless against any
claims that may by made by shareholders, owners, affiliates, transferee parties
or any other persons or entities associated with Releasor against Releasee,
including but not limited to, Xxxxx Xxxxxxxx, Atlantis, Aggressive Growth,
Limited, Winthrope, Inc., International Fund Management, 21st Century Partners
LP, The Timba Hedge Fund LP, Central Park Fine Arts, Inc, Nevada Land
Development, International Rarities' and Investments, Crazy Xxxxx
International, Xxxxxxx Xxxxx, AAM Direct Marketing Corp., Haldane Limited and
any of the shareholders are successor shareholders of T2 Logic Corporation.
Releasee will issue instructions to its transfer agent that Sierra Nevada
Advisors, Inc. has the right to break up its certificate and reissue to other
affiliates and parties. Counsel to Releasee will issue a legal opinion that
the restrictions on the transferred shares will end one year from date of
issuance.
5. Each party acknowledges that it has had the opportunity to be
represented by counsel of its own choice.
6. 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.
7. It is acknowledged and agreed that this settlement is the compromise
of any claims Releasee or its shareholders may have against Releasor and that
the consideration made is not to be construed as an admission of liability on
the part of Releasee.
8. This settlement is made and shall be construed by the laws of the
State of California.
9. 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: SIERRA NEVADA ADVISORS, INC.
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
/S/ XXXX XXXXXXXX
XXXX XXXXXXXX
RELEASEE: Xxxxxxxx Digicom, Inc.
0000 Xxxxx Xxxxx Xxxx
Xxx Xxxxx, XX 00000
/S/XXXX XXXX
Xxxx Xxxx, President
