EXHIBIT 10.1a
AGREEMENT TO VOID, CANCEL AND TERMINATE SHARE AND EXCHANGE
AGREEMENT DATED FEBRUARY 1, 2005
THIS AGREEMENT made and entered into this 31st day of March, 2005, by and
between Pegasus Wireless Corp, a Colorado corporation (the "Company"), and
United Service Attendants, Inc., a Florida corporation ("USAI").
In consideration of the mutual promises, covenants and conditions contained
herein and other good and valuable consideration, the receipt and sufficiency of
all of which is hereby acknowledged, it is agreed by and between the parties as
follows:
1. USAI and the Company have agreed that there was a failure of consideration
on the part of one (1) or both of the parties to the Share and Exchange
Agreement between the Company and USAI dated February 1, 2005 (the
"Agreement"). It is therefore in the best interest of both parties to void,
cancel and terminate the Agreement and to release any claims USAI has
against the Company as well as any claims that the Company has against USAI
in consideration of such release; and
2. USAI does hereby release and discharge the Company from any and all
obligations under the Agreement dated February 1, 2005 in consideration of
the Company voiding, canceling and terminating said agreement effective as
of February 1, 2005, thereby restoring the parties to their original
positions and the Agreement is hereby declared null and void ab initio and
is otherwise cancelled and terminated; and
3. The Company does hereby release and discharge USAI from any and all
obligations under the Agreement in consideration of USAI voiding, canceling
and terminating said agreement effective as of February 1, 2005, thereby
restoring the parties to their original positions and the Agreement is
hereby declared null and void ab initio and is otherwise cancelled and
terminated; and
4. Both parties shall cause the appropriate notice filing to be made with the
Securities and Exchange Commission ("SEC") on Form 8-K or such other form
as may be appropriate immediately upon execution of this agreement or
within the time allotted by the SEC for such filings fully disclosing the
foregoing transaction and the Company shall also assume responsibility for
all SEC filings from the date of execution of this agreement forward; and
This Agreement shall be governed by the laws of the State of California.
The signature of each of the parties hereto constitutes their consent to
all of the foregoing.
United Service Attendant, Inc. Pegasus Wireless Corp.
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, CFO Xxxxxxx Xxxxxxx, CFO
