Exhibit 10.1
AGREEMENT TO TERMINATE
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This Agreement to Terminate (the "Agreement to Terminate") is made
effective the 7th day of November, 2001, by and among The Cyber Group Network
Corporation, (the "Buyer"), WMD Holding Group, Inc. (the "Company"), and Xxxxxx
X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, and Xxxxxxx X. Xxxxxxx
(collectively, the "WMD Shareholders"), all of the above referred to as the
"Parties."
R E C I T A L S:
WHEREAS, the Parties had entered into that certain Stock Purchase dated
July 9, 2001 Agreement (the "Stock Purchase Agreement");
WHEREAS, the Stock Purchase Agreement contemplated conditions to closing;
WHEREAS, the conditions to closing did not occur, and more specifically,
the Parties did not execute or deliver a Registration Rights Agreement, did not
tender or deliver shares of stock to each other, and the Buyer did not file a
registration statement, all as required as a condition to closing of the Stock
Purchase Agreement;
WHEREAS, the Parties did not take any action pursuant to the Stock Purchase
Agreement;
WHEREAS, the Parties desire to terminate the Stock Purchase Agreement; and
WHEREAS, there has been no mingling of operations, assets or liabilities of
the Buyer or the Company since the execution date of the Stock Purchase
Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements set forth herein and in reliance upon the representations and
warranties contained herein, the parties hereto covenant and agree as follows:
ARTICLE I
TERMINATION
The Parties hereby mutually terminate the Stock Purchase Agreement and
mutually fully release each other from any obligations or liabilities
thereunder. The purpose of this Agreement to Terminate is to put the Parties in
the same legal and operational condition with respect to each other that they
were in before the Stock Purchase Agreement was signed by them.
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IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to Terminate be executed effective as of the day and year first above
written.
THE BUYER:
The Cyber Group Network Corporation
By: Xxxx Xxxxx
Title: CEO
THE COMPANY:
WMD Holding Group, Inc.
The Cyber Group Network Corporation
By: Xxxxxxx X. Xxxxxx
Title: President
THE WMD SHAREHOLDERS:
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Xxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxx
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