EXHIBIT 10.15 RELEASE AGREEMENT BETWEEN XXXXXXXX DIGICOM AND TRANSPAC
TRANSPAC RELEASE AGREEMENT
THIS RELEASE AGREEMENT, made as of June 21, 1999 between TRANSPAC
HOLDINGS, INC., ("Releasor") and XXXXXXXX DIGICOM, INC. ("Releasee").
IT IS AGREED AS FOLLOWS:
1. Releasor, in consideration of the transfer of 500,000 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.
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 or owners of Releasor against Releasee,
including but not limited to, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxx,
Xxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx.
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: Transpac Holdings, Inc.
00000 Xxxxxxx Xxx., Xxxxx 0
Xxx Xxxxxxx, XX 00000
/S/XXXX XXXX
By: Xxxx Xxxx, President
RELEASEE: Xxxxxxxx Digicom, Inc.
0000 Xxxxx Xxxxx Xxxx
Xxx Xxxxx, XX 00000
/S/XXXX XXXX
By: Xxxx Xxxx, President
