XXXXXX & XXXXXX, LLP
000 XXXXX 0
XXXXX 000
XXXXXXXXX, XX 00000
(732)409-1212
November 18, 2004
Xx. Xxxxx X. Xxxxx, Xx. 0000 X. Xxxxxxxx Xxxx.
Rocky Mount, North Carolina 27804
Re: Agreement between Roanoke Technology Corp. and Xxxxx Xxxxx
Dear Xx. Xxxxx:
We represent Roanoke Technology Corp. ("Roanoke" or the "Company"). The
following sets forth the agreement between Xxxxx X. Xxxxx, Xx. ("Xxxxx") and
Roanoke for the conversion of 100,000,000 shares of the Company's Common Stock
owned by Xxxxx into 10,000,000 shares of the Company's Class A Common Stock:
1. Xxxxx agrees to return 100,000,000 shares of the Company's
Common Stock to the Company in consideration for the issuance
10,000,000 shares of the Company's Class A Common Stock.
2. All notices, requests and instructions hereunder shall be in
writing and delivered to each party at the addresses set forth
above or to such other address as may from time to time be
designated by a party hereto.
3. In the event that any term, covenant, condition, or other
provision contained herein is held to be invalid, void or
otherwise unenforceable by any court of competent
jurisdiction, the invalidity of any such term, covenant,
condition, provision or Agreement shall in no way affect any
other term, covenant, condition or provision or Agreement
contained herein, which shall remain in full force and effect.
4. This Agreement contains all of the terms agreed upon by the
parties with respect to the subject matter hereof. This
Agreement has been entered into after full investigation.
5. This Agreement shall be construed in accordance with and
governed by the laws of the State of North Carolina applicable
to agreements made and to be performed within the State of
North Carolina without giving the effect to the conflict of
law principals thereof.
6. No amendments or additions to this Agreement shall be binding
unless in writing, signed by both parties, except as herein
otherwise provided.
7. Any claim or controversy that arises out of or relates to this
agreement, or the breach of it, shall be settled by
arbitration in accordance with the rules of the American
Arbitration Association. Judgment upon the award rendered may
be entered in any court with jurisdiction.
Please sign below to acknowledge the acceptance of and agreements to, the terms
of this Agreement
Very truly yours,
XXXXXX & XXXXXX, LLP
By: /s/ XXXXX X. XXXXXX
---------------------------------
XXXXX X. XXXXXX
ACCEPTED AND AGREED TO BY: ACCEPTED AND AGREED TO BY:
ROANOKE TECHNOLOGY CORP.
/s/ XXXXX X. XXXXX, XX. By: /s/ XXXXX X. XXXXX, XX
--------------------------- ----------------------
XXXXX X. XXXXX, XX. XXXXX X. XXXXX, XX
PRESIDENT
