Exhibit 10.38
Xxxxx 00, 0000
Xxxxxxx Travel Ltd.
0000 Xxxx 0xx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Dear Sirs:
Re: AGREEMENT FOR CONVERSION OF DEBT INTO SHARES OF SOLPOWER CORPORATION
(THE "AGREEMENT")
Xxxxxxx Travel Ltd., ("Xxxxxxx") is a creditor of Solpower Corporation
("Solpower"). Solpower hereby agrees to issue 19,355 shares of common stock of
Solpower (the "Shares") to Xxxxxxx. The Shares will be duly authorized, validly
issued, fully paid, non-assessable, and free of preemptive rights, and will be
issued to Xxxxxxx at a value of $0.25 per share, in full settlement of a bona
fide outstanding debt in the amount of US$4,838.76 (the "Debt").
Xxxxxxx hereby agrees that, upon the (a) issuance of the Shares by Solpower, and
(b) delivery of the Shares to Xxxxxxx, free and clear of all liens and
encumbrances the Debt will be fully satisfied and extinguished and Xxxxxxx will
remise, release and forever discharge Solpower and its directors, officers,
employees, administrators, successors and assigns of and from all manner of
actions, causes of action, suits, debts, accounts, bonds, covenants, contracts,
claims and demands whatsoever which Xxxxxxx has ever had, now has, or which its
heirs, executors, administrators or assigns, or any of them, can, shall or may
have for or by reason of any cause, matter or thing whatsoever existing up to
the present time.
Xxxxxxx acknowledges that the issuance of the Shares has not been registered
under the Securities & Exchange Act or any state securities law and have not
been approved or disapproved by the United States Securities and Exchange
Commission ("SEC") or other federal or state regulatory authority. These Shares
are issued pursuant to an exemption from registration under the Securities &
Exchange Act and are subject to restrictions on resale or transfer.
As soon as practicable Solpower, at its sole expense, will use its best efforts
to file with the SEC a registration statement on appropriate form registering
the Shares for resale (the "Registration"). Solpower shall use its best efforts
to cause the registration statement upon which the Shares are registered to
become effective and shall keep the registration statement effective and updated
for at least two years after the date of this Agreement.
Solpower and Xxxxxxx agree that a) they will execute such further assurances and
other documents and instruments and do such further and other things as may be
necessary to implement and carry out the intent of this Agreement, b) the
provisions herein contained constitute the entire agreement between the parties
and supersede all previous understandings, communications, representations and
agreements, whether written or verbal, between the parties with respect to the
subject matter of the Agreement, c) this Agreement shall be governed and
construed in accordance with the laws of the State of Arizona, and d) this
Agreement shall inure to the benefit of and be binding upon each of the parties
and their respective heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed these presents effective
this 31st day of March, 2001.
SIGNED, SEALED & DELIVERED )
By SOLPOWER CORPORATION in the presence )
of: ) Per: /s/ Xxxxx X. Xxxxx
) ---------------------------------
/s/ Xxxxxx Xxxxx ) (Signature of Authorized Officer)
---------------------------------------- )
(Witness) )
0000 Xxxx Xxxxx, Xxxxx 0 )
---------------------------------------- )
(Address) )
Xxxxxxx, Xxxxxxx 00000 )
---------------------------------------- )
(Zip Code)
SIGNED, SEALED & DELIVERED By )
XXXXXXX TRAVEL LTD. in the presence )
of: ) Per: /s/ Xxx Xxxxxxx, Xx.
) ---------------------------------
/s/ ) (Signature of Authorized Officer)
---------------------------------------- )
(Witness) )
0000 Xxxx 0xx Xxx. )
---------------------------------------- )
(Address) )
Xxxxxxxxx, X.X. X0X 0X0 )
---------------------------------------- )
(Zip Code)
