SETTLEMENT AGREEMENT
THIS AGREEMENT is entered into as of this 14th day of March, 2001 by and
between Xxxxxxxx.xxx, a Nevada corporation (the "Company") and Investor
Communications International, Inc. ("Investor").
RECITALS:
WHEREAS, the Investor has performed consulting and management services for
the Company in the past whereby the Company is indebted to Investor in the
aggregate amount of $456,896.55 for certain financial, administrative and
managerial services performed by Investor, and/or advances provided by Investor,
and/or accrued interest on unpaid amounts due to Investor thereunder; and
WHEREAS, the Company is indebted to Investor for repayment of such
aggregate amount of $456,896.55; and
WHEREAS, the Company and Investor acknowledge that the aggregate amount of
$456,896.55 is due and owing Investor (the "Debt"); and
WHEREAS, the Company agrees to issue to Investor 15,230,000 shares of its
restricted common stock at $0.03 per share (the "Shares") as full and complete
satisfaction of the Debt pursuant to Company Board of Directors authorized
resolutions dated March 14, 2001.
AGREEMENT
1. The Company shall issue to Investor 15,230,000 Shares in full and
complete satisfaction of the Debt.
2. Investor agrees to accept the issuance and delivery of 15,230,000 Shares
in full settlement and satisfaction of the Debt, and further agrees to release
and forever discharge the Company from any and all causes of action, debts, sums
of money, claims and demands whatsoever, in law or in equity, related to the
Debt, which Investor now or hereafter can, shall or may have.
3. Investor is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"). Investor understands
that the Shares are being issued in reliance on the exemption from registration
provided by Section 4(2) thereunder. Investor understands that it may be
required to bear the economic risk of this investment for an indefinite period
of time because there is currently no trading market for the Shares and the
Shares cannot be resold or otherwise transferred unless applicable federal and
state securities laws are complied with or exemptions therefrom are available.
4. Investor represents and warrants that the Shares are being acquired
solely for Investor's own account, for investment purposes only, and not with a
view to or in connection with, any resale or distribution. Investor understands
that the Shares are nontransferable unless the Shares are registered under the
Securities Act and under any applicable state securities law or an opinion of
counsel satisfactory to the Company is delivered to the Company to the effect
that any proposed disposition of the Shares will not violate the registration
requirements of the Securities Act and any applicable state securities laws.
Investor further understands that the Company has no obligations to register the
Shares under the Securities Act or to register or qualify the Shares for sale
under any state securities laws, or to take any other action, through the
establishment of exemption(s) or otherwise, to permit the transfer thereof.
5. Investor has had an opportunity to ask questions of and received answers
from the officers, directors and employees of the Company or a person or persons
acting on its or their behalf, concerning the financial position of the Company.
6. This Settlement Agreement shall be effective as of March 14, 2001, and
shall be binding upon and inure to the benefit of the parties hereto and their
respective assigns and successors.
XXXXXXXX.XXX,
a Nevada Corporation
By: /s/ Xxxxx Xxxxxx
--------------------
President
INVESTOR COMMUNICATIONS
INTERNATIONAL, INC.
By:
--------------------
President
