EXHIBIT 6.1
AGREEMENT
Xxxxx Xxxxxxxx hereinafter referred to as Xxxxxxxx, and Bio-One Corporation, a
Nevada Corporation, hereinafter referred to as Bio-One enter into this agreement
this 30th day of June 2002.
Whereas Xxxxx Xxxxxxxx has been an officer, director, and principal shareholder
of Bio-One Corporation since May 30, 2000.
Whereas the parties have agreed that Xxxxxxxx shall cease to serve as an
officer, director, and employee of Bio-One Corporation under the terms
hereinafter set forth.
Now therefore it is hereby agreed as follows:
1. Xxxxxxxx will resign as an officer, director, and employee of
Bio-One Corporation, effective June 30, 2002.
2. Bio-One Corporation shall cause its own subsidiary, Crown
Enterprises, Inc., to transfer to Xxxxxxxx the following
assets which have a present fair market value of $5,000.00:
A. The furniture fixtures and equipment presently in
Xxxxxxxx'x possession consisting of the microscopy equipment.
2 microscopes, 2 computers used in the microscopy business.
B. 1 office computer used for the business carried out by
Crown Enterprises, Inc., and the network computer utilized by
Crown Enterprises, Inc.
C. The right to use the name Crown Enterprises. Bio-One agrees
to change the name of its wholly owned subsidiary, Crown
Enterprises, Inc., to another name not containing the word
"Crown," within thirty (30) days after the date of execution
of this agreement.
D. All of the tangible and intangible property of Crown
Enterprises, Inc., utilized in the business formally operated
by Crown Enterprises, Inc., and
E. All trademarks, copyrights, and intangible assets of Crown
Enterprises, Inc., used in the former operation of its
business, under the name Crown Enterprises, Crown Institute,
Green Pearls, Green Supreme Labs, and American Institute of
Nutritional Microscopy.
F. The ownership or right to use the Crown telephone numbers
(000) 000-0000, (000) 000-0000 and (000) 000-0000.
3. Bio-One agrees to pay all bills and accounts payable of Crown
Enterprises prior to May 16, 2002, including Vision, Inc.-
$4,385.86 plus interest, and Global Nutrition - $16,037.31
plus interest. If Xxxxxxxx pays any or all of the amount due
to any such creditors, Bio-One Corporation shall reimburse
Xxxxxxxx within thirty (30) days after notification of said
payment.
4. Xxxxxxxx represents that he has previously sold 128,000 shares
of Bio-One stock in June 2002, and that he presently owns
3,372,000 shares. Xxxxxxxx will retain 1,622,000 shares of the
stock presently held by him and shall return the balance of
shares owned by him as of June 30, 2002 (1,750,000 shares) to
Bio-One. The Legend is to be removed from the stock
certificates representing said shares to be retained by
Xxxxxxxx. The founders' shares being returned to Bio-One
(1,750,000) shall be paid for by Bio-One at the price for
which they were purchased by Xxxxxxxx which is $0.001 per
share. Payment to be made within 90 days.
5. Bio-One agrees to hold Xxxxxxxx harmless for any and all
liabilities of Bio-One and Crown Enterprises, Inc., and to
execute and deliver to Xxxxxxxx a general release in the form
attached hereto. Xxxxxxxx will execute a reciprocal general
release to Bio-One for all matters except the obligations
required under this agreement.
6. Bio-One agrees to cause the company's attorneys, Xxxxxx,
Xxxxxxx & Xxxxx, LLP, to issue the appropriate legal opinion
necessary to cause the legend to be removed from the stock
certificates representing the shares to be retained by
Xxxxxxxx.
Dated June 30, 2002
Bio-One Corporation
/s/ Xxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxx, Individually Xxxxxx Xxxxxxxxx, President
