CONVERSION AGREEMENT
These securities have not been registered with the United
States Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), and are
being offered in reliance on exemptions from registration provided
in Section 4(2) of the Securities Act and Rule 506 of
Regulation D promulgated thereunder and preemption
from the registration or qualification requirements (other than
notice filing and fee provisions) of applicable state laws
under the National Securities Markets
Improvement Act of 1996 or exemption from such state
registration requirements.
These securities involve a high degree of risk.
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THIS CONVERSION AGREEMENT ("Agreement") is entered into effective the
12th day of December, 2005, by and between ARADYME CORPORATION, a Delaware
corporation (the "Company"), and XXXX XXXXXX, a resident of the state of Utah
(the "Investor").
WHEREAS, the Company and the Investor entered into a Securities
Purchase Agreement effective as of November 15, 2004, under which the Investor
provided the Company with a line of credit; and
WHEREAS, the Company drew $80,000 under that line of credit and
executed the related promissory note on March 2, 2005, and drew an additional
$120,000 under that line of credit and executed the related promissory note on
May 4, 2005; and
WHEREAS, all principal and accrued interest on the above-referenced
promissory notes were due and payable on November 15, 2005; and
WHEREAS, the Company has not yet repaid the principal and accrued
interest on the above-referenced promissory notes.
NOW, THEREFORE, the Company hereby agrees to convert, and the Investor
hereby agrees to accept conversion of, all principal under those certain
promissory notes dated March 2, 2005, and May 4, 2005, into 500,000 shares of
common stock of the Company at a conversion price of $0.40 per share, and
payment of all accrued but unpaid interest in cash.
Executed as of the day and year first above written.
/s/ Xxxx Xxxxxx
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XXXX XXXXXX
ARADYME CORPORATION
By /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx, Vice Chairman &
Corporate Secretary
