Exhibit 10.7
DEBT CONVERSION AGREEMENT
This Debt Conversion Agreement (the "Agreement") is made and entered
into as of May 4, 2005, by and between Absolute Glass Protection, Inc. ("ASLG")
and Xxxxxxx X. Xxxxx ("Debt Holder") with reference to the following facts and
circumstances:
A. ASLG owes Xxxxxxx X. Xxxxx accrued salary for services rendered, as
Such, he is consider a debt holder to ASLG.
B. The total amount of Debt owed by ASLG is now $62,500.
C. The Debt Holder has offered to convert his accrued salary into
6,250,000 shares of ASLG's $0.001 par value common stock (the "Shares").
This represents a conversion rate of $0.01 per share for each share of
stock issued.
D. The Debt Holder and ASLG are willing to carry out such a
conversion on the terms set forth herein.
NOW, THEREFORE, in consideration of their respective promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. DEBT CONVERSION.
(a) Exchange of Notes for Stock. The Debt Holder hereby exchanges
Shares for his accrued salary, and ASLG hereby issues the Shares in such an
exchange.
(b) Delivery of Documents. The Debt Holder hereby delivers a receipt
for accrued salary to ASLG marked "paid in full" and ASLG hereby delivers to
the Debt Holder a certificate for the Shares. Upon such deliveries, the
accrued salary, and all accrued interest with respect thereto, shall be
deemed cancelled and paid in full.
2. THE DEBT HOLDERS' REPRESENTATIONS AND WARRANTIES. With respect to
their acquisition of the Shares, the Debt Holder, severally and not jointly,
represents and warrants to ASLG, and agrees, as follows:
(a) Investment Purposes; Compliance With Securities Laws. The Debt
Holder is acquiring the Shares for its own account for investment only and not
with a view towards, or in connection with, the public sale or distribution
thereof. The Debt Holder agrees to offer, sell or otherwise transfer the
Shares only pursuant to registration under the Securities Act of 1933 (the
"Act") or an exemption from registration under the Act and any applicable
state securities laws.
-1-
(b) Legend. The Debt Holder understands that until such time as its
Shares have been registered under the Act, or otherwise may be sold by the Debt
Holder pursuant to Rule 144 (or any applicable rule which operates to replace
said Rule) promulgated under the Act, the certificates representing its Shares
will bear a restrictive legend in substantially the following form:
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE "LAWS").
THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES
UNDER THE APPLICABLE LAWS OR (II) AN OPINION OF COUNSEL IN FORM, SUBSTANCE
AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER, TO THE EFFECT THAT SUCH
REGISTRATION IS NOT REQUIRED DUE TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE APPLICABLE LAWS.
(c) Authorization; Enforcement. No consent or authorization of any
person or entity is required for the Debt Holder to enter into this Agreement.
This Agreement has been duly and validly authorized, executed and delivered by
the Debt Holder and is a valid and binding agreement of the Debt Holder
enforceable in accordance with its terms.
3. ASLG'S REPRESENTATIONS AND WARRANTIES. ASLG represents and
warrants to the Debt Holder, and agrees, that (i) this Agreement has been duly
and validly authorized, executed and delivered by ASLG, (ii) the Shares
have been duly and validly authorized and issued and (iii) this Agreement
constitutes the valid and binding agreement of ASLG enforceable in
accordance with its terms.
4. MISCELLANEOUS.
(a) Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Nevada without regard to the
principles of conflict of laws.
(b) Counterparts. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by
each party.
(c) Entire Agreement; Amendments. This Agreement contains the entire
understanding of the parties with respect to the matters covered herein and
supercedes all prior agreements, negotiations and understandings, written or
oral, with respect to such subject matter. No provision of this Agreement shall
be waived or amended other than by an instrument in writing signed by the party
to be charged with enforcement. No delay or omission of any party hereto in
exercising any right or remedy hereunder shall constitute a waiver of such
right or remedy, and no waiver as to any obligation shall operate as a
continuing waiver or as a waiver of any subsequent breach.
(d) Survival. The agreements, representations and warranties of
ASLG and the Debt Holders contained herein shall survive the consummation
of this Agreement.
-2-
(e) Attorney's Fees. If any party to this Agreement shall bring any
action for relief against another arising out of or in connection with this
Agreement, in addition to all other remedies to which the prevailing party may
be entitled, the losing party shall be required to pay to the prevailing party
a reasonable sum for attorney's fees and costs incurred in bringing such action
and/or enforcing any judgment granted therein, all of which shall be deemed to
have accrued upon the commencement of such action and shall be paid whether or
not such action is prosecuted to judgment.
(f) Further Acts. Each party shall do and perform, or cause to be
done and performed, at its expense, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and
documents, as another party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.
IN WITNESS WHEREOF, the Debt Holder and ASLG have caused this
Agreement to be duly executed by their respective authorized persons as of the
date first set forth above.
ABSOLUTE GLASS PROTECTION, INC.
By: /s/ Xxxxxxxxx Xxxxxxx B.
-------------------------------------
Xxxxxxxxx Xxxxxxx Barrza
Acting President/Director
DEBT HOLDER
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Xxxxxxx X. Xxxxx
-3-
