EXHIBIT 10.80
GENERAL RELEASE
Dallas Parkway Properties, Inc. ("DDPI") and National Operating, L.P.
("NOLP") hereby agree to execute this General Release in favor of Polyphase
Corporation ("Polyphase") in connection with that certain Stock Exchange
Agreement by and between Tollway Properties, Inc. and Polyphase Corporation of
even date herewith.
Therefore, in consideration of the execution of this Agreement and other
good and valuable consideration the parties hereby agree as follows:
1. (a) DPPI and NOLP hereby irrevocably and unconditionally release and
forever discharge Polyphase from its guarantee agreement executed on the 29th
day of August, 1997, a copy of which is attached hereto and made a part hereof.
(b) It is understood and agreed by the parties that this release
extends to all claims arising out of the Guarantee Agreement of every nature and
kind whatsoever, known and unknown, suspected or unsuspected, fixed or
contingent, from the beginning of time until the end of time.
2. Each of the parties warrants that such party has been represented and
advised by counsel or has had full opportunity to be represented and advised by
counsel with respect to this Agreement and all matters covered by it.
3. The parties to this Agreement agree that they shall each pay their own
attorney fees, costs and expenses incurred in connection with this matter. In
the event that any party is required to bring any actions against any other
party to enforce the terms of this Agreement, the prevailing party in such
action shall be entitled to recover from the other party all attorneys fees,
costs and expenses.
4. The parties agree not to divulge or discuss or cause their counsel or
anyone in privity with them to divulge or discuss, either directly or
indirectly, the amount or terms of this Agreement and the facts or circumstances
underlying this agreement, except insofar as may be required by law, regulation
or regulatory review.
5. This Agreement may be executed by the parties in several counter parts,
and any such counterparts shall be deemed an original.
6. This Agreement shall be binding upon and inure to the benefit of the
parties hereto released and their respective employees, agents, servants,
insurers, attorneys, predecessors, heirs, executors, trustees, administrators,
assigns, successors, spouses, partners, parents, subsidiaries, affiliates,
officers, directors, shareholders and joint venturers.
1
7. This Agreement and the terms hereof shall be governed in all respects
including without limitation, interpretation, constitution and performance by
the laws of the State of Texas.
THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS GENERAL RELEASE; THAT
THEY UNDERSTAND THE CONTENTS AND EFFECT OF THIS AGREEMENT AND RELEASE AND THAT
THEY EXECUTE THIS AGREEMENT AND RELEASE AND MAKE THE COMPROMISES PROVIDED FOR
HEREIN VOLUNTARILY AND OF THEIR OWN FREE WILL.
Polyphase Corporation Dallas Parkway Properties, Incorporated
----------------------------- -----------------------
Chairman President
National Operating L.P.
-----------------------
General Partner
2