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EXHIBIT 4.18.2
[LETTERHEAD]
May 27, 1999
VIA U.S. MAIL
Xx. Xxxx Xxxx
President & CEO
x.Xxxxxxx Corporation
00000 Xxxxxxx Xxxxx Xxxxx Xxxxx
Xxx Xxxxx, XX 00000
Re: Fees and Services
Dear Xxxx:
This letter will memorialize our agreement regarding fees of $61,938.99
due and owing to Higham, XxXxxxxxx & Xxxxxxx, LLP ("HM&D") as of February 28,
1999 for various legal services performed by HM&D prior thereto (the "Fees and
Services"). The Company has requested, due to the increase in the fair market
value of shares of e.Digial Corporation (the "Company") common stock previously
issued to HM&D on or about March 24, 1998 in payment of other legal services,
that HM&D release the Company from its current payment obligations and, in
connection therewith, waive any and all future claims with respect to the Fees
and Services. HM&D has agreed to the Company's request based upon the terms and
conditions set forth herein. In connection therewith, the parties hereto agree
as follows:
1. The Company shall enter into Amendment No. 2 to Stock Purchase
Warrant (the "Amended Warrants"), in the form attached hereto as
Exhibit A. The Amended Warrant shall provide that the exercise
price shall be reduced from $0.15625 per share to $0.01 per
share.
2. The Company shall immediately pay HM&D's March and April 1999
invoices and will utilize its best efforts to pay all future
invoices with thirty (30) days of presentation. HM&D agrees to
accept 3,071 shares of common stock as payment in full for the
March and April invoices, with the number of shares of common
stock issuable to the firm determined by dividing the amount of
the invoice by $2.589.
3. The Company shall execute a Consent Agreement, in the form
attached hereto as Exhibit B acknowledging that securities
received by HM&D may result in monetary consideration which may
be grossly disproportionate to the value of the services
performed.
4. The parties hereby fully and forever waive, release, extinguish,
and discharge one another of and from any and all claims,
payments, actions, causes of actions, suits, agreements debts,
expenses, costs, complaints, demands, liabilities, duties,
losses or damages of whatever kind or nature, in law, equity or
otherwise, whether known or unknown, suspected or unsuspected,
which they may have the respect to the Fees and Services.
5. In connection with the foregoing, each of the parties hereto
acknowledges that it is aware of the provisions of Section 1542
of the California Civil Code and does hereby expressly waive and
relinquish all rights and benefits which it has or may have had
under such Section, which reads as follows:
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"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.
6. You have been advised and encouraged to seek the advice of
independent counsel, and in fact have done so, before agreeing
to the terms of this letter and/or the fees and transactions
described herein.
Best regards,
XXXXXX, XxXXXXXXX & XXXXXXX LLP
/s/ XXXX XXXXXXX
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Xxxx X. Xxxxxxx
Agreed to and accepted this 28th day of May 1999.
X.XXXXXXX CORPORATION
By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx, President & CEO
CCB:
Enclosures