EXHIBIT 10.27
ADOPTION AND RATIFICATION AGREEMENT
AGREEMENT made this 12th day of November, 2001 by and between BioQuest
Internationa, Inc. ("BioQuest"); Xxxxxx Xxxxxxx ("Xxxxxxx"); and Globalitronix,
Inc. ("Global").
WHEREAS, BioQuest and XxxxXxxxxxXXX.xxx, Inc. ("Mainstreet") had previously
entered into a Leasing Agreement dated as of December 15, 2000 relating to
technology which enables corporations to publicly offer their securities over
the Internet by means of Dutch Auction process (the "Prior Agreement"); and
WHEREAS, Xxxxxxx, the principal and largest shareholder of MainStreet
acquired all its assets through forclosure on a personal note and transferred
those assets on or about July 1, 2001, to Global, another company he controls;
and
WHEREAS, the parties beleive Xxxxxxx and/or Globalitronix is bound under
SEction 16 of the prior agreement as "successor", and
WHEREAS, BioQuest, Globalitronix and Xxxxxxx wish to adopt and ratify the
Prior Agreement.
NOW THEREFORE, the parties hereby agree as follows:
1. With only one exception described in Section 2 below, the Prior Agreemnt is
hereby incorporated by reference, adopted and ratified, effective
immediately.
2. Section 7 of the Prior Agreement provided for payment of a second $215,000
payment within ten (10) days after BioQuest ceased using the IPO website.
Because the original web designer and host had to be replaced as a direct
result of the terroist bombings in New York September 11, 2001, BioQuest
has agreed to pay $35,000 to U1Net, Inc. the replacement web designer and
host serving entity, in lieu of the secon $25,000 paymetn contemplated in
the Prior Agreement to MainStreet (or any successor).
3. All parties agree that (a) no additional funds have been (or will be) paid
beyond those outlined above; and (b) no shareing of lists as between
BioQuest and MainStreet is hereby adopted and extended to Xxxxxxx and any
entity that provides services to Xxxxxxx and any entity he controls.
Executed this 12th day of November, 2001 by the following persons in the
capacities indicated.
/s/ Xxxxxx Xxxxxxx
XXXXXX XXXXXXX, Individually
GLOBALITRONIX
/s/Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx, Chairman and President
BIOQUEST INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Chairman, President and CEO
