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 Xxxx Xxxxxxx
("Xxxxxxx").
RECITALS:
WHEREAS, the Crimeni has performed consulting and management services for
the Company in the past whereby the Company is indebted to Crimeni in the
aggregate amount of $71,022.20 for certain financial, administrative and
managerial services performed by Crimeni, and/or advances provided by Crimeni,
and/or accrued interest on unpaid amounts due to Crimeni thereunder; and
WHEREAS, the Company is indebted to Crimeni for repayment of such aggregate
amount of $71,022.20; and
WHEREAS, the Company and Crimeni acknowledge that the aggregate amount of
$71,022.20 is due and owing Crimeni (the "Debt"); and
WHEREAS, the Company agrees to issue to Crimeni 1,663,000 shares of its
restricted common stock at $0.04271 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 Crimeni 1,663,000 Shares in full and complete
satisfaction of the Debt.
2. Crimeni agrees to accept the issuance and delivery of 1,663,000 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 Crimeni now or hereafter can, shall or may have.
3. Crimeni is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"). Crimeni understands
that the Shares are being issued in reliance on the exemption from registration
provided by Section 4(2) thereunder. Crimeni 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. Crimeni represents and warrants that the Shares are being acquired
solely for Crimeni's own account, for investment purposes only, and not with a
view to or in connection with, any resale or distribution. Crimeni 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.
Crimeni 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. Crimeni 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:
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President
XXXX XXXXXXX
By:
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