EXHIBIT 10.21
xxxxxxxxx.xxx, inc.
0000 Xxxxxx Xxxxxx
Xxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
DEBT CONVERSION AGREEMENT
March 1, 2000
Xxxxxx Xxxxx
00 Xxxxxxxxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
Re: Conversion of Xxxxxxxxx.xxx, Inc. Debt into Equity
Dear Xx. Xxxxx:
This letter will serve to confirm your agreement with xxxxxxxxx.xxx,
inc. ("Netcruise") to purchase 2,875,000 unissued shares of the $.0001 par value
common stock of Netcruise (the "Common Stock"), pursuant to the terms and
conditions of the February 25, 2000 Subscription Agreement between us dated this
date, in the following manner:
1. For a purchase price consisting of the conversion into equity of the
Netcruise debt owed to you by reason of your advance of $50,000 to Netcruise on
February 4, 2000 (the "Investor Advance"), you are purchasing a total of 250,000
shares of Common Stock; and
2. For a purchase price consisting of the conversion into equity of
$325,000 of outstanding Netcruise debt held by you reflected in four (4)
Netcruise 8% secured convertible promissory notes; two (2) in the face amount of
$100,000 each dated November 4, 1999 and December 6, 1999, one (1) in the face
amount of $50,000 dated January 7, 2000 and one (1) in the face amount of
$75,000 dated January 21, 2000 (collectively the "Investor Debt"), you are
purchasing a total of 2,625,000 shares of Common Stock.
Please confirm your agreement to the foregoing by signing
where indicated below.
Very truly yours,
ACCEPTED AND AGREED:
XXXXXXXXX.XXX, INC.
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxxxx X. Xxxx, President
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