AGREEMENT
THIS AGREEMENT is made this 14th day of June 1999, by and between Xxxxxx
X. Xxxxx ("Xxxxx") and x-XxxXxxx.xxx, a Nevada corporation ("e-Med").
WHEREAS, Xxxxx loaned a total of $750,000 to e-Med during March 1999
pursuant to a promissory note and the parties have agreed that Xxxxx will
accept warrants to purchase e-Med's common stock as full payment for the
promissory note and accrued interest.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein;
THE PARTIES HERETO AGREE AS FOLLOWS:
1. e-Med agrees to issue to Xxxxx a five year warrant to purchase
150,000 shares of e-Med's common stock at a price of $.01 per share, and the
warrant will be substantially in the form of the warrant attached hereto as
Exhibit A, which is incorporated by reference herein.
2. Xxxxx agrees to accept the warrant referred to in Paragraph 1 above
as full payment of all of e-Med's obligations pursuant to the promissory note
executed by e-Med during March 1999 payable to Xxxxx in the principal amount
of $750,000. Xxxxx will continue to own the 1,000,000 shares of e-Med common
stock and the 250,000 warrants he was issued in connection with the above
transaction and he will waive the remaining balance of his acquisition fee.
3. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4. This Agreement shall inure to and be binding upon the heirs,
executors, personal representatives, successors and assigns of each of the
parties to this agreement.
AGREED TO AND ACCEPTED on the 14th day of June 1999.
x-XxxXxxx.xxx
/s/ Xxxxxx X. Xxxxx By:/s/ Xxxx X. Xxxxxxx
Xxxxxx X. Xxxxx Xxxx X. Xxxxxxx, President