EXHIBIT 10.
AGREEMENT
THIS AGREEMENT made this 12th day of December, 2001 by and between
NEW SKY COMMUNICATIONS, INC., a publicly-traded New York corporation with
offices at 731 Powers Building, 00 Xxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000
(hereinafter referred to as "New Sky") and XXXXXXX X. XXXXXXXX, XXXX X. XXXXXXXX
and XXXX XXXXXX (hereinafter referred to individually and collectively as
"Creditors").
WHEREAS, New Sky owes amounts to Creditors, as set forth in Schedule
A annexed hereto and made a part hereof, and is desirous of exchanging such debt
for equity in New Sky and Creditors are desirous of making such exchange;
NOW THEREFORE the parties hereto covenant and agree as follows:
1) New Sky Communications, Inc. agrees to exchange the debt it owes
the Creditors for unregistered, restricted common shares of New Sky`s stock with
a par value of $.02. The outstanding debt of each Creditor and the number of
shares exchanged therefor, is set forth in Schedule A annexed hereto and made a
part hereof.
2) Creditors warrant that each holds the debt set forth in Schedule
A and that there exist no liens, encumbrances or restrictions upon the debt that
would affect or impair such exchange of debt for shares of New Sky.
3) New Sky warrants that it owes the debt set forth in Schedule A
warrants to Creditors that it is fully authorized and empowered to issue the
shares granted herein in exchange for the debt and there exist no liens,
encumbrances or restrictions on the stock, other than as required by law, issued
hereunder. If, for any reason, the exchange for stock for debt is determined or
deemed not effective, improper, or is canceled for any reason, then the debt
owed by New Sky to the Creditors shall be reinstated without offset.
4) At no time, without the prior written approval of New Sky, shall
any party hereto disclose the business methods, plans or any other informational
reasonably deemed to be confidential regarding the business of New Sky to any
third party, unless required by legal or regulatory mandate.
5) New Sky shall seek registration of the shares herein granted, to
the best of its ability. At any time New Sky shall undertake to register other
common shares of the company in connection with any secondary offering, or
private placement of shares, New Sky shall seek, to the best of its ability, to
include registration of the shares herein granted in such registration.
-1-
6) No party hereto, nor its officers, directors employees or agents,
shall be liable for any act or omission performed or omitted in good faith.
Nothing herein shall place any party in the relationship of principal, agent,
master and servant, partners, joint venturers or employer and employee of any
other party and no party shall have the authority, express or implied, or
represent themselves as having the authority to make binding contracts for the
other or to bind or obligate the other in any way. No party hereto shall assume
any liabilities of any other party, except as set forth herein, and each party
agrees to indemnify and hold the other parties, its officers, directors,
employees and agents harmless from any manner of claim, action, or liability
past, present or future not directly related to this Agreement.
6) This Agreement shall be construed under the laws of the State of
New York and the Supreme Court of the State of New York in Monroe County shall
be deemed the sole and exclusive convenient forum for the resolution of disputes
under this Agreement.
7) This Agreement may be amended in writing only and shall be
binding upon and inure to the benefit of the heirs, successors and assigns of
the parties.
NEW SKY COMMUNICATIONS, INC.
SEAL
/S/ E. XXXXXXX XXXXXX
---------------------
President
/S/ XXXXXXX X. XXXXXXXX
-----------------------
Xxxxxxx X. XxXxxxxx
/S/ XXXX X. XXXXXXXX
--------------------
Xxxx X. Xxxxxxxx
/S/ XXXX XXXXXX
---------------
Xxxx Xxxxxx
-2-
SCHEDULE A
DEBT EXCHANGE
PARTY
EXCHANGED DEBT OWED SHARES
--------- --------- ------
Xxxxxxx X. XxXxxxxx $87,610.00 (direct) 87,610
000 Xxxx Xxxxxx $80,750.00 (Movieplace) 161,500
Xxxxxxxxx, XX 00000
Xxxx X. Xxxxxxxx $235,000.00 (direct) 235,000
731 Powers Building $ 83,000.00 (Movieplace) 166,000
00 Xxxx Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxx Xxxxxx $ 25,000.00 (Movieplace) 50,000
A-1
