Exhibit 10.7
CONVERSION AGREEMENT
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THIS CONVERSION AGREEMENT (the "Agreement") is entered into as of this
the 26th day of October 2000 (the "Effective Date") by and between Nexland,
Inc., a Delaware corporation (the "Company"), and Israel Xxxxxx Xxxxxx
("Sultan").
WHEREAS Nexland L.P., a Florida Limited Partnership (the
"Partnership"), executed as "Maker" that certain promissory note naming Sultan
as Holder (the "Note") on or about August 1, 1997; and
WHEREAS in connection with a share exchange transaction, all of the
partnership interests in the Partnership were ultimately transferred to Nexland,
Inc., an Arizona corporation (the "Company"); and
WHEREAS Sultan and the Company have mutually agreed to convert the
amount of principal and interest current owed Sultan under the Note (the
"Conversion Amount") into shares of common stock of the Company in the amount
and on the terms more particularly set forth herein;
NOW THEREFORE, the parties hereto agree as follows:
1. The above provisions are expressly incorporated herein and made a
part hereof.
2. As of the Effective Date, it is mutually agreed by the parties
hereto that the Company is indebted to Sultan under the Note in the total amount
of $194,623 (such combined total of principal and interest owing thereon being
referred to herein as the "Debt").
3. The Company will issue to Sultan, and Sultan will accept in full
satisfaction of such Debt, the amount of 194,623 shares of the common stock of
the Company.
4. Simultaneously with the execution herewith, Sultan will return to
the Company the original Note.
5. In executed this Agreement, Sultan agrees to release the Company
from actions, causes of actions, suits, debts, dues, sums of money, promises,
variances, trespasses, damages, judgments, executions, claims and demands
whatsoever, in law or in equity, arising out of the Note which he had, now has,
or may have.
6. This Agreement constitutes the complete understanding and agreement
of the parties hereto, fully supersedes any and all prior understandings or
agreements between the parties, and may not be changed except in writing signed
both of the parties hereto.
IN WITNESS WHEREOF the undersigned parties have made and subscribed to
this Agreement as of this the 26th day of October, 2000.
NEXLAND, INC., a Florida corporation
By:/s/Xxxx Xxxxxx
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Xxxx Xxxxxx, President
/s/Israel Xxxxxx Xxxxxx
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Israel Xxxxxx Xxxxxx