EXHIBIT 99
This letter evidences our agreement regarding the proposed operation of Xxxxx
Systems, Inc. ("EVSY") and shall serve to confirm our understanding that pending
the outcome of our various claims against HISC and EVSY, the undersigned parties
agree as follows:
1. MJMM Investments, LLC and EVSY shall pay the balance due and owing on
EVSY shell over a reasonable period of time, which amount includes the
remaining payments under the existing stock purchase agreement plus
expenses incurred by Xxxx, Xxxxx & Strong II, LP ("CSS"), Big Apple
Consulting USA, Inc. and Xxxxx Xxxxx to date in connection with
accounting and legal fees and all parties shall agree on an entity to
merge therein, which would bring value to the shareholders, which such
agreement shall not be unreasonably withheld;
2. If necessary, Xxxxx Xxxxx shall serve as President of EVSY and on the
Board of Directors;
3. If necessary, Xxx Xxxxxx, Xxxxxxx Xxxxxxx Xxxxx and Xxxxxx Xxxxxx
shall also be appointed to the Board of Directors and with the option
to refuse such appointment if they desire. Each director will be paid
in preferred stock of EVSY and shall be reimbursed for his out of
pocket expenses.
4. Each of CSS and Xxxxx Xxxxx shall receive $2,000,000 worth of
Preferred Stock which stock shall be valued at $1.00 per share, and
which shall convert dollar for dollar into common stock on the first
anniversary of its issuance, based upon the ten (10) day average
closing bid price. Such preferred stock shall have standard
anti-dilution protections and liquidation preferences.
5. The terms of the original deal with HISC and the stock and other
payment of $1,000 that were to be made to the Directors for serving
thereon shall be made.
6. The convertible note that Big Apple Consulting USA, Inc. currently
possesses for EVSY purchased from Xxxx Xxxxx and Strong, shall be
converted at $0.05 per share or such lesser amount as may be agreed
between the parties into free trading shares of EVSY.
7. Upon the completion of an acquisition Xxx Xxxxxx, Xxxxxxx Xxxxxxx
Xxxxx and Xxxxxx Xxxxxx will resign from the Board of Directors. 8.
CSS or its designees shall be entitled to be issued an additional
1,000,000 shares of restricted Common Stock of EVSY on a fully diluted
basis with anti-dilution protection covering the entire 5,000,000
shares issued and issuable to CSS to give effect to its rights under
the original transaction among the parties.
9. Major decisions, including the identity of the entity that will be
combined with EVSY and the terms of such combination shall be subject
to the mutual agreement of CSS, Xxxxx Xxxxx and Big Apple Consulting
Dated this 20th day of February, 2007
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx MJMM Investments, LLC
By: /s/
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Xxxx X. Xxxxx, President
/s/ Xxx Xxxxxx Big Apple Consulting USA, Inc.
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Xxx Xxxxxx By: /s/
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Xxxx Xxxxxxx,Vice President
Xxxx, Xxxxx & Strong II, L.P.
By: /s/ Xxxxxx Xxxxxx
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Name: Authorized Representative
/s/ Xxxxxx Strong
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Xxxxxx Strong
