EXHIBIT 99.2
CONVERSION AGREEMENT
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THIS CONVERSION AGREEMENT ("AGREEMENT") IS ENTERED INTO AS OF MARCH 13,
2000 BY AND BETWEEN XXXXXXXXX.XXX, INC., A COLORADO CORPORATION (THE "COMPANY"),
AND XXXXXXX X. XXXXXXXX ("XX. XXXXXXXX").
W I T N E S S E T H:
WHEREAS, IN THE PAST, THE COMPANY HAS BORROWED MONEY FROM CERTAIN OF ITS
SHAREHOLDERS, DIRECTORS AND OFFICERS, INCLUDING XX. XXXXXXXX, THE CHAIRMAN,
CHIEF EXECUTIVE OFFICER AND TREASURER OF THE COMPANY; AND
WHEREAS, BY RESOLUTION DATED DECEMBER 21,1999, THE BOARD OF DIRECTORS OF
THE COMPANY APPROVED THE CONVERSION OF LOANS FROM DIRECTORS AND OFFICERS OF THE
COMPANY, IN WHOLE OR IN PART, INTO COMMON STOCK, NO PAR VALUE PER SHARE ("COMMON
STOCK"), OF THE COMPANY AT $3.00 PER SHARE; AND
WHEREAS, AS OF FEBRUARY 29, 2000, THE COMPANY WAS INDEBTED TO XX. XXXXXXXX
IN THE AMOUNT OF $6,839,103 (the "Debt"); and
WHEREAS, XX. XXXXXXXX AND THE COMPANY DESIRE TO CONVERT THE DEBT INTO
COMMON STOCK OF THE COMPANY.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND THE MUTUAL
COVENANTS AND AGREEMENTS CONTAINED HEREIN, THE PARTIES DO HEREBY AGREE AS
FOLLOWS:
1. CONVERSION. THE DEBT SHALL BE CANCELED AND CONVERTED INTO 2,279,701
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SHARES OF COMMON STOCK OF THE COMPANY (THE "CONVERSION").
2. EFFECTIVE DATE. THE CONVERSION SHALL BE EFFECTIVE AS OF 7:00 A.M.
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(CENTRAL STANDARD TIME), ON FEBRUARY 29, 2000.
3. ENTIRE AGREEMENT. THIS AGREEMENT IS THE PARTIES' ENTIRE AGREEMENT
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AND SUPERSEDES ALL PRIOR REPRESENTATIONS AND AGREEMENTS, WRITTEN OR ORAL, WITH
RESPECT TO THE SUBJECT MATTER HEREOF.
4. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
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STATE OF TEXAS.
IN WITNESS WHEREOF, THE PARTIES HAVE ENTERED INTO THIS AGREEMENT ON THE
DATE FIRST WRITTEN ABOVE.
XXXXXXXXX.XXX, INC.
BY:
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NAME:
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TITLE:
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XXXXXXX X. XXXXXXXX, IN HIS
INDIVIDUAL CAPACITY
