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EXHIBIT 10.18
AGREEMENT
This AGREEMENT (the " Agreement"), dated as of April 17, 2001 between
Industrialex Manufacturing Corp., a Colorado corporation ("Industrialex") and
Xxxxxx X. Xxxxxx, Xx.; Xxxxxx X. Xxxxxx, Xx.; Xxxx X. Xxxxxx and Xxxx X. Xxxxxx
(the "Holders"), being Holders of a Secured Promissory Notes between the parties
dated May 1, 2000 in the aggregate amount of $700,000.
RECITAL
Industrialex and Holders desire to retire the Secured Promissory Note in the
amount of $700,000 between the parties to conclude the Stock Purchase Agreement
between the parties dated May 1, 2000.
NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as
follows:
The Secured Promissory Notes between the parties, dated May 1, 2000, in the
aggregate amount of $700,000 will be retired as follows:
(e) The aggregate sum of $200,000 will be paid in cash or immediately
available funds at the time of the execution of this agreement as
specified in Exhibit A.
(f) The sum of $265,000 will be paid by delivery of an aggregate of
353,333 shares of Industrialex common stock as specified in Exhibit
B, subject to all necessary regulatory approval.
(g) The sum of $235,000 will be paid by delivery of promissory notes as
specified in Exhibit C, in substantially the form of Exhibits D, E,
F and G hereto, in the aggregate principal amount of $235,000. Such
notes shall bear interest at the rate of eight percent (8.0%) per
annum and be due in twenty-four (24) monthly payments of principal
and interest beginning on May 17, 2001.
(h) Holders will deliver to Industrialex, at the time of the execution
of this agreement, all of the outstanding shares of Decorative and
Coating Systems, Inc. common stock and will release their security
interest in such shares and all of the tangible and intangible
property and assets of Decorative and Coating Systems, Inc.
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IN WITNESS WHEREOF, the parties have executed this Agreement and caused the same
to be duly delivered on their behalf on the day and year first written above.
"INDUSTRIALEX" "HOLDERS"
INDUSTRIALEX MANUFACTURING
CORP.
/s/ Xxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------- -------------------------------
Xxxxx Xxxxxx, Chairman and Chief Xxxxxx X. Xxxxxx, Xx.
Executive Officer
/s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
-------------------------------
Xxxx X. Xxxxxx
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EXHIBIT A
Industrialex Manufacturing Corporation
Schedule of cash payable under Paragraph (a) of the AGREEMENT, dated as of April
17, 2001 between Industrialex Manufacturing Corp., a Colorado corporation and
Xxxxxx X. Xxxxxx, Xx.; Xxxxxx X. Xxxxxx, Xx.; Xxxx X. Xxxxxx and Xxxx X. Xxxxxx.
Xxxxxx X. Xxxxxx, Xx. $142,778.00
Xxxxxx X. Xxxxxx, Xx. $ 17,881.00
Xxxx X. Xxxxxx $ 21,460.00
Xxxx X. Xxxxxx $ 17,881.00
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$ 200,000.00
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EXHIBIT B
Industrialex Manufacturing Corporation
Schedule of stock payable under Paragraph (b) of the AGREEMENT, dated as of
April 17, 2001 between Industrialex Manufacturing Corp., a Colorado corporation
and Xxxxxx X. Xxxxxx, Xx.; Xxxxxx X. Xxxxxx, Xx.; Xxxx X. Xxxxxx and Xxxx X.
Xxxxxx.
Xxxxxx X. Xxxxxx, Xx. 252,238 shares
Xxxxxx X. Xxxxxx, Xx. 31,592 shares
Xxxx X. Xxxxxx 37,911 shares
Xxxx X. Xxxxxx 31,592 shares
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353,333 shares
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EXHIBIT C
Industrialex Manufacturing Corporation
Schedule of notes payable under Paragraph (c) of the AGREEMENT, dated as of
April 17, 2001 between Industrialex Manufacturing Corp., a Colorado corporation
and Xxxxxx X. Xxxxxx, Xx.; Xxxxxx X. Xxxxxx, Xx.; Xxxx X. Xxxxxx and Xxxx X.
Xxxxxx.
Xxxxxx X. Xxxxxx, Xx. $167,763.00
Xxxxxx X. Xxxxxx, Xx. $ 21,012.00
Xxxx X. Xxxxxx $ 25,213.00
Xxxx X. Xxxxxx $ 21,012.00
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$ 235,000.00
