DISMISSAL AGREEMENT AND MUTUAL GENERAL RELEASE
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This Dismissal Agreement and Mutual General Release is entered into as
of the last date indicated on the signature page, by and between Com Vu
Corporation and Bernard Frank (collectively, "COM VU"), on the one hand and
CBCom, Inc., Max Sun and Charles Lesser (collectively, "CBCOM"), on the other
hand.
WHEREAS, a controversy has arisen between COM VU and CBCOM concerning
the circumstances of entering into, performing under and terminating that
certain Agreement and Plan of Merger ("MERGER AGREEMENT") between Com Vu
Corporation and CBCom, Inc. dated march 26, 1999;
WHEREAS, COM VU and CBCOM asserted claims against each other in the
civil lawsuit entitled, Com Vu Corporation v. CB Com, Inc., Max Sun and Charles
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A. Lesser, CB Com, Inc. Max Sun and Charles Lesser v. Com Vu Corporation and
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Bernard Frank, Los Angeles Superior Court, Case No. LCO49888 (the "ACTION");
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WHEREAS, COM VU and CBCOM wish to finally and forever resolve all
disputes relating directly or indirectly to the MERGER AGREEMENT and ACTION;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, COM VU and CBCOM hereby agree as
follows:
1. Dismissal of the Action. COM VU and CBCOM shall each request
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that the Los Angeles Superior Court dismiss the ACTION with prejudice within
three (3) court days of the complete execution of this document.
2. Mutual General Release. COM VU, on the one hand, and CBCOM,
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on the other hand do hereby irrevocably and unconditionally release, acquit and
forever discharge each other, as well as all their respective subsidiaries,
affiliates or otherwise related companies or persons, and all of their
respective, former and present, accountants, account executives, administrators,
advisors, agents, assigns, associates, attorneys, contractors, directors,
employees, executors, heirs, insurers, officers, brokers, owners, partners,
predecessors, representatives, stockholders, successors, and all other persons
acting by, through, under, on behalf of, or in concert with them,or any of them,
from any and all actions, claims, counterclaims or cross-claims, cause or causes
of unforeseen, patent or latent, including claims for indemnity, contribution or
defense, which COM VU or CBCOM, or any one of them, may now or hereafter have or
allege to have, which were asserted or could have been asserted in the ACTION or
based directly or indirectly on the subject matter of the ACTION, or related
directly or indirectly to the MERGER AGREEMENT. This Mutual General Release
shall be effective as to bar all actions, fees, damages, losses, claims, causes
of action, prosecutions, liabilities, rights of audit and demands of whatsoever
character, nature and kind, known or unknown, suspected or unsuspected.
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3. Counterparts. This Dismissal Agreement and Mutual General
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Release may be executed by the parties in counterpart, each of which shall be
deemed an original and all of which together shall be deemed one and the same
instrument. A facsimile signature shall have the same force and effect as an
original signature. This Agreement consists of 2 original typewritten pages,
inclusive of signature pages.
We, the signatories hereto, hereby certify that we knowingly and
voluntarily agree to be bound by the terms and conditions set forth above in and
of this Dismissal Agreement and Mutual General Release.
Dated: 9/28/2000 By: /s/Bernard Frank
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Bernard Frank, as an authorized
Director of and on behalf of
Com Vu Corporation
Dated: 9/28/2000 By: /s/Bernard Frank
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Bernard Frank
Dated: 10/4/00 By: /s/ Max Sun
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CB Com, Inc.
Its:
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Dated: 10/4/00 By: /s/Max Sun
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Max Sun
Dated: 10/4/00 By: /s/Charles Lesser
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Charles Lesser
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