Exhibit 10.4
AGREEMENT made this 21st day of October, 1999 by and between The
WideCom Group ( "WideCom"), an Ontario corporation with its principal place
of business at 72 Devon Road, Unit 18, Brampton, Ontario, Canada; Robb
Peck McCooey Clearing Corporation ("Robb"), a New York corporation with its
principal place of business at 20 Broad Street, New York, New York and
Quantum Resources of New York, Inc. ("Quantum"), a ______ corporation with
its principal place of business at 37 Saw Mill River Road, Hawthorne, New
York.
W I T N E S S E T H:
WHEREAS, WideCom entered into a certain Financial Consulting
Agreement with Robb dated October 16, 1998; and
WHEREAS, WideCom entered into a certain Financial Consulting
Agreement with Quantum dated February 1, 1998; and
WHEREAS, the parties desire to resolve all of their differences
amicably and without resort to litigation;
NOW, THEREFORE, in consideration of the promises and other good and
valuable consideration set forth below, the parties hereto agree as
follows:
1. WideCom will issue a total of 20,000 warrants for the purchase
of its common stock to the designees of Robb and Quantum with an exercise
price of $1.20 per share. The form of the warrant which WideCom will issue
is attached to this Agreement as Exhibit A.
2. At the closing of this Agreement, WideCom shall deliver to
Quantum $6,000.00 in payment of certain expenses incurred by Quantum under
the Financial Consulting Agreement between WideCom and Quantum referred to
on page 1 of this Agreement.
3. This Agreement will not become valid and enforceable until such
time as it is executed by all the parties stated within the recitals.
4. WideCom does hereby, for itself, and its directors, officers,
successors, present employees, former employees, agents, representatives,
successors and assigns, release and discharge Robb and Quantum, their
directors, officers, successors, present employees, former employees,
agents, representatives, successors and assigns, from any and all claims,
demands or causes of action of any kind or nature whatsoever which WideCom
may have or could claim to have against Robb or Quantum, arising out of the
Financial Consulting Agreements between WideCom, Robb and Quantum referred
to on Page 1 of this Agreement, except for any indemnification rights
WideCom may have against Robb or Quantum under any existing agreements
between it and Robb or Quantum and under the Securities Laws.
5. Each of Robb and Quantum does hereby, for itself, and its
directors, officers, successors, present employees, former employees,
agents, representatives, successors and assigns, release and discharge
WideCom, its directors, officers, successors, present employees, former
employees, agents, representatives, successors and assigns, from any and
all claims, demands or causes of action of any kind or nature whatsoever
which each of Robb or Quantum may have or could claim to have against
WideCom, arising out of the Financial Consulting Agreements between
WideCom, Robb and Quantum referred to on Page 1 of this Agreement, except
for any indemnification rights Robb or Quantum may have against WideCom
under any existing agreements between them and WideCom and under the
Securities Laws.
6. This Agreement contains the entire understanding of the parties
and supersedes all previous verbal and written agreements. There are no
other agreements, representations, or warranties not set forth herein.
This Agreement may only be modified in writing by all of the parties to
this Agreement.
7. All notices or other documents under this Agreement shall be in
writing and delivered personally or mailed by certified mail, postage
prepaid, addressed to each of the parties at the addresses first above
written, or any new address designated in like manner by any party hereto.
8. No delay or failure by any party to exercise any right under
this Agreement, and no partial or single exercise of that right, shall
constitute a waiver of that or any other right, unless otherwise expressly
provided herein.
9. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York. The undersigned agree that
any and all disputes or disagreements relating to this agreement shall be
submitted to arbitration before the American Arbitration Association in
accordance with the rules and procedures governing such proceedings. The
parties further agree to accept and acknowledge service of any and all
process which may be served in any suit, action or proceeding, and agree
that service of process upon each other mailed by certified mail to each
other's address shall be deemed in every respect effective service of
process in any such suit, action or proceeding.
10. The parties hereto represent that in reaching this Agreement
they have received legal advice as to their respective rights and further
that each is signing this Agreement voluntarily and without coercion and
that there are no other promises made by any party to the other except
those expressly stated in this Agreement.
11. This agreement may be executed in counterparts, each of which
shall be deemed an original but all of which together shall constitute one
and the same instrument.
12. The provisions of this Agreement shall be binding upon and
inure to the benefit of each of the parties and their respective successors
and assigns. This Agreement has been approved by the Board of Directors of
all parties.
THE WIDECOM GROUP, INC.
By:_____________________________
An Authorized Officer
ROBB PECK MCCOOEY CLEARING
CORPORATION
By:_____________________________
An Authorized Officer
QUANTUM RESOURCES OF NEW YORK, INC.
By:_____________________________
An Authorized Officer