EXHIBIT 10.13
THIS AGREEMENT is made on the 27th day of October 2000.
BETWEEN:
1. XXXXXXXX.XXX INC. a company incorporated in Colorado, United States of
America ("Parent Company"); and
2. XXXXXXXX.XXX PTY LIMITED (ACN 089 285 281) a company incorporated in
Australia and having its registered office at Xxxxx 0, 00 Xxxxxxxx
Xxxxxx, Xxxxxx ("SUMMEDIA AUSTRALIA"); and
3. PETCO INVESTMENTS PTY LIMITED (CAN 089 285 183) a company incorporated
in Australia and having its registered office at 0 Xxxxxxxxxx Xxxxxx,
Xxxxxx ("PETCO"); and
4. ISEC LIMITED (CAN 005 010 820) a company incorporated in Australia and
having its registered office at Xxxxx 00, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx
XXX, Xxxxxxxxx (ISEC"); and
5. XXXXXX XXXXX XXXXXXX OF 00/000 Xxxxxxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxxxx
as Trustee for Zero Gravity Superannuation Fund ("Xxxxxxx"); and
Collectively described as the "Parties"
RECITALS:
A. The capital of SUMMEDIA AUSTRALIA is, and is owned, as follows:
PETCO 2,666,667 shares
ISEC 3,333,333 shares
XXXXXXX 666,666 shares
All shares are fully paid.
B. Each of the following holders of shares in SUMMEDIA AUSTRALIA (each a
"Shareholder") have made the following convertible loans to SUMMEDIA
AUSTRALIA:
PETCO A$101,000
ISEC A$120,000
XXXXXXX A$ 19,000
C. Certain shares in Parent Company are traded on the Nasdaq "over the
counter" market.
D. The Parties wish to change the issued share capital and debt
liabilities of SUMMEDIA AUSTRALIA in accordance with the provisions of
the following agreement.
IT IS HEREBY AGREED:
1. PETCO, ISEC AND XXXXXXX agree to transfer all of their total of
6,666,666 shares in SUMMEDIA AUSTRALIA to the Parent Company as part
consideration for the shares to be transferred to the various
Shareholders under Section 3.
2. PETCO, ISEC AND XXXXXXX agree to cancel their entitlement to repayment
of the loans referred to in Recital 5 as part consideration for the
shares to be transferred under Section 3.
3. In consideration for the actions that the Parties have agreed to
provide in accordance with the provisions of Sections 1 and 2., the
Parent Company agrees to allot and issue 825,000 fully paid shares in
its own share capital traded on the Nasdaq "over the counter" market to
PETCO, ISEC AND XXXXXXX in the following numbers:
PETCO 332,604 shares
ISEC 412,500 shares
XXXXXXX 79,896 shares
4. The provisions of the Agreement are governed by the laws of New South
Wales and the Parties agree to submit any disputes under this Agreement
to the courts of that State.
Agreed by:
/s/ XXXXX X. XXXXXXXX /s/ XXXXX XXXXXXXX
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Xxxxx X. Xxxxxxxx Xxxxx Xxxxxxxx
For SUMMEDIA INC. For XXXXXXXX.XXX PTY LIMITED
and PETCO INVESTMENTS PTY LIMITED
/s/ XXXXXXX XXXXXXX /s/ TREVOR XXXX XXXXXXX
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Xxxxxxx Xxxxxxx Trevor Xxxx Xxxxxxx
For ISEC LIMITED As Trustee for Zero Gravity
Superannuation Fund
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