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EXHIBIT 1.1
MUTUAL GENERAL RELEASE
This Mutual General Release (this
“Release”) is made and entered into on July 19, 2007,
between
SBE, Inc. (“SBE”),
on the one hand, and
Andre Hedrick (“Hedrick”),
on the other hand.
Recitals
A.
A
dispute has arisen between SBE, on the one hand, and Hedrick, on
the other hand, pertaining to their respective rights and
obligations arising out of or related to SBE’s acquisition of
PyX Technologies, Inc. and SBE’s employment of
Hedrick.
B.
Without
admitting the merits of either party’s assertions, SBE
desires to finally compromise, settle and discharge all claims,
controversies, demands, actions or causes of action that SBE may
have or claim to have against Hedrick, and Hedrick desires to
compromise, settle and discharge all claims, controversies,
demands, actions or causes of action that either of them may have
or claim to have against SBE.
C.
In
connection with this Release, SBE has agreed to release all of
Hedrick’s shares of SBE stock from the escrow entered into by
SBE and Hedrick in connection with the acquisition of PyX
Technologies, Inc. (the “Escrow”) promptly upon
execution of this Release.
Agreement
In
consideration of the promises and mutual covenants and
agreements contained in this Release, the parties hereto
covenant and agree as follows:
1.
Hedrick
hereby forever generally and completely releases and discharges SBE
and its agents, directors, officers and employees, and all others,
of and from any and all claims and demands of every kind and
nature, in law, equity or otherwise, known and unknown, suspected
and unsuspected, disclosed and undisclosed, and in particular of
and from all claims and demands of every kind and nature, known and
unknown, suspected and unsuspected, disclosed and undisclosed, for
damages actual and consequential, past, present and future, arising
out of or in any way related to SBE’s obligations, activities
and/or dealings with Hedrick or any third party at any time prior
to the date hereof, including (without limitation) all such claims
and demands arising out or in any way related to the aforesaid
circumstances and dispute.
2.
SBE
hereby forever generally and completely releases and discharges
Hedrick of and from any and all claims and demands of every kind
and nature, in law, equity or otherwise, known and unknown,
suspected and unsuspected, disclosed and undisclosed, and in
particular of and from all claims and demands of every kind and
nature, known and unknown, suspected and unsuspected, disclosed and
undisclosed, for damages actual and consequential, past, present
and future, arising out of or in any way related to Hedrick’s
obligations, activities and/or dealings with SBE or any third party
at any time prior to the date hereof, including (without
limitation) all such claims and demands arising out or in any way
related to the aforesaid circumstances and dispute.
3.
It
is understood and agreed that this is a full, complete and final
general release of any and all claims described as aforesaid, and
each party agrees that it shall apply to all unknown,
unanticipated, unsuspected and undisclosed claims, demands,
liabilities, actions or causes of action, in law, equity or
otherwise, as well as those that are now known, anticipated,
suspected or disclosed.
4.
It
is understood and agreed that this is a compromise settlement of
disputed claims and that the promises in consideration of this
Release shall not be construed to be an admission of any liability
or obligation whatsoever by either party to the other party or to
any other person whomsoever.
5.
Each
party has been fully advised by his or its respective attorney of
the contents of Section 1542 of the Civil Code of the State of
California, and that section and the benefits thereof are hereby
expressly waived. Section 1542 reads as follows:
“Section
1542. (
General Release - Claims Extinguished .)
A general release does not extend to claims which the creditor does
not know or suspect to exist i
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