EXHIBIT 99.20
AGREEMENT REGARDING ASSUMPTION OF LIABILITY
This Agreement is entered into to be effective this 1st day of March, 2002, by
and between Loch Xxxxxx, Inc., a Nevada corporation (Loch) and CDEX, Inc., a
Nevada corporation (CDEX).
Whereas, CDEX and Loch entered into an Asset Purchase Agreement dated August 4,
2001 (APA) in which CDEX purchased from Loch all rights that it had to certain
technologies (the "Technology"); and
Whereas, Section 3.2 of the APA provides that Loch would reimburse CDEX for all
costs and expenses relating to the preparation, filing and processing of
statements to secure registration of the shares except that CDEX would be
responsible for providing financial auditing of CDEX; and
Whereas, pursuant to Section 3.2 of the APA, among other things, CDEX provided
13,000,000 shares of "Loch's Shares" to Loch; and
Whereas, pursuant to another earlier agreement, Loch has an obligation it
assumed to pay $59,930 to MPR Associates, a firm which performed certain
software work; and
Whereas, pursuant to another earlier agreement, Loch has an obligation it
assumed to use its best efforts to resolve a purported $62,585 xxxx from the law
firm of Xxxxx and Xxxxxxx; and
Whereas, not required by the APA, pursuant to a verbal agreement in relation to
the Asset Purchase, Loch had an obligation to provide funds to CDEX. Loch paid
$88,900 of that obligation leaving an outstanding balance of $16,400; and
Whereas, Loch and CDEX desire that such obligations be resolved.
NOW, THEREFORE for good and valuable consideration hereby acknowledged and the
mutual covenants stated herein, the parties agree as follows:
(1) CDEX assumes the liability of $59,930 to MPR Associates that Loch had
assumed and will hold Loch harmless from any claim by MPR Associates, its
successors, assigns, officers, directors, consultants, agents, employees
and partners regarding such liability. CDEX is unaware of any other
liability that Loch has with regard to MPR.
(2) CDEX assumes any liability Loch had in connection with the Xxxxx and
Xxxxxxx xxxx and will hold Loch harmless from any claims from Xxxxx and
Lardner, its successors, assigns, officers, directors, consultants, agents,
employees and partners regarding such liability. CDEX is unaware of any
other liability that Loch has with regard to Xxxxx and Xxxxxxx.
(3) CDEX agrees that Loch, its officers, directors, consultants, agents,
employees and partners have no obligation to advance an additional $16,400
in funds, or, except as provided in this Agreement and the APA, advance,
repay, reimburse or otherwise provide any additional funds, assets, goods
or services to or on behalf of CDEX, its successors, assigns, officers, or
directors pursuant to any agreement, oral or written, and will hold Loch
harmless from any such claims.
(4) Loch agrees that CDEX, its officers, directors, consultants, agents,
employees and partners have no obligation to advance, repay, reimburse or
otherwise provide any additional funds, assets, goods, or services other
than provided in this Agreement or the APA to or on behalf of Loch, its
successors, assigns, officers or directors pursuant to any agreement, oral
or written, and will hold CDEX harmless from any such claims.
(5) CDEX releases Loch from any obligation to fund CDEX's efforts to obtain the
registration of CDEX stock as contemplated by the provisions of the APA.
CDEX has represented to Loch that it estimates this could cost anywhere
from $150,000 to $300,000. Subject to the foregoing, this release does not
relieve Loch of any obligation or liability regarding distribution of CDEX
shares that it owns to its shareholders.
(6) Loch agrees that it will continue to use reasonable efforts to assist CDEX
in connection with CDEX's effort to obtain registration of CDEX stock. CDEX
agrees to use reasonable efforts to cooperate with Loch in the distribution
of Loch's CDEX stock to Loch's shareholders. CDEX acknowledges that Loch
has provided accounting and other information relating to the Technology
and agrees that Loch will not be required to provide funds for or produce
an audit of such numbers. Subject to the foregoing, however, Loch agrees
that it will cooperate in continuing to provide information reasonably
necessary for the registration process and will cooperate in responding to
reasonable inquiries from CDEX in relation to the registration of the CDEX
stock.
(7) In consideration for CDEX's obligations assumed herein and the release of
Loch from obligations as expressed herein, Loch agrees to transfer back to
CDEX 1,000,000 shares of CDEX stock currently owned by Loch.
(8) Loch and CDEX both agree that the provisions contained HEREIN do not
relieve either Loch or CDEX from any other written obligations contained in
the APA including those related to representations, warranties,
indemnification, nondisclosure of information and non-competition, it being
expressly understood and agreed that provisions of the APA not addressed
herein remain unchanged.
(9) Any term used herein, unless defined differently herein, shall have the
meaning as defined in the APA.
(10) Loch warrants to CDEX that the Loch Board of Directors by majority vote has
approved the terms of this Agreement. CDEX warrants to Loch that the CDEX
Board of Directors has approved the terms of this Agreement.
This Agreement may be executed in two or more counterparts, each of which shall
be an original and all of which shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or have
caused this Agreement to be duly executed on their behalf effective as of the
day and year first hereinabove written.
Loch Xxxxxx, Inc.
By:/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, President
CDEX, Inc.
By:/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, President
