Widecom Group Inc · SB-2/A · On 12/29/99 · EX-10

Filed On 12/29/99   ·   SEC File 333-89109   ·   Accession Number 910647-99-318

Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Amendment No. 1 to SB-2/A                             86±   353K 
 2: EX-10       Exhibit 10.4                                           3±    13K 
 3: EX-23       Exhibit 23.1                                           1      6K 

EX-10   —   Exhibit 10.4

                                                          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

Dates Referenced Herein   and   Documents Incorporated By Reference

This SB-2/A Filing		Date		Other Filings
		2/1/98
		10/16/98		PRE 14A
Filed On / Filed As Of		12/29/99
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