April 13, 2005
Xxxxxx Services, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Gentlemen:
This Letter Agreement is entered into by and between VSUS Technologies
Incorporated (the "Company"), Xxxxxx Services, Inc., a Utah corporation (the
"Holder"), the individuals and entities that have executed this Letter Agreement
as the "Shareholders" on the signature pages hereto (each individually a
"Shareholder") and ________________ (the "Grantee"), in connection with the
execution of an Amended and Restated Promissory Note, dated April 13, 2005 (the
"Amended Note"), pursuant to which the Holder has agreed to amend and restate
the Promissory Note dated as of February 24, 2004 (the "2004 Note") by and
between the Company, Formula Footwear, Inc., a Utah corporation, and the Holder.
The parties hereby agree as follows:
1. The Amended Note shall only be issued by the Company as Formula
Footwear, Inc. no longer exists;
2. The Holder hereby agrees to cancel the 2004 Note and waive any
interest owed by the Company or any default by the Company arising
under the 2004 Note.
3. In consideration for the Holder's agreement to cancel the 2004 Note as
set forth in paragraph 2, the Company hereby agrees to:
a) Issue the Amended Note to the Holder; and
b) Issue 124,750 restricted shares of the Company's common
stock to the individuals and entities set forth on Schedule
A attached hereto.
4. The Company agrees to issue the Amended Note subject to receipt of the
original 2004 Note.
5. As a further condition to the Company's issuance of the 124,750
shares, the Shareholders hereby agree to deposit an aggregate of Four
Hundred and Ninety Nine Thousand (499,000) shares of the Company's
common stock (which were previously subject to a Lock-Up/Leak-Out
Agreement dated February 24, 2004 that expired on February 23, 2005)
(the "Escrow Shares") with Xxxxxxx X. Xxxxxxxxxx, Esq. (the "Escrow
Agent") subject to the terms and conditions of the Securities Escrow
and Leak-Out Agreement (the "Escrow Agreement")
dated April 13, 2005. The Shareholders hereby agree to deliver the
signed Escrow Agreement to the Company upon execution of this Letter
Agreement.
6. Further, in connection with the Amended Note, the Shareholders have
granted an option (the "Option") to the Grantee to purchase an
aggregate of Two Hundred and Forty Nine Thousand and Five Hundred
(249,500) of the Escrow Shares (the "Option Shares"), in one or more
transactions (in each case, an "Exercise"), pursuant to the terms and
conditions of the Option and Right of First Refusal Agreement (the
"Option Agreement"). The Shareholders hereby agree to deliver the
signed Option to the Grantee upon execution of this Letter Agreement.
7. The parties hereby agree that both the Escrow Agreement and the Option
Agreement shall terminate upon failure by the Company to cure any
default in payment of amounts due under the Amended Note within thirty
(30) days of receipt of written notice from the Holder of any such
default.
8. The Company hereby represents that it is solvent and currently able to
pay its debts as they become due.
The parties hereto have caused this Letter Agreement to be signed the day
and year first above written.
THE COMPANY: THE HOLDER:
VSUS TECHNOLOGIES INCORPORATED XXXXXX SERVICES, INC.
By: By:
---------------------------------- ----------------------------------
Name: Name:
-------------------------------- --------------------------------
Title: Title:
------------------------------- -------------------------------
SHAREHOLDERS: GRANTEE:
-------------------------------------- ---------------------------------------
Xxxxxx X. Xxxxxx
0000 X. Xxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Fax: ( )
-----------------------------
--------------------------------------
Xxxxxx X. Xxxxxxx
0000 X. Xxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Fax: ( )
-----------------------------
--------------------------------------
Xxxxx X. Xxxxxx
0000 X. Xxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Fax: ( )
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Big Horn Air, LLC (NV)
0000 X. Xxxxxxxxxx Xxxxxxx #000
Xxxx Xxxx Xxxx, Xxxx 00000
Fax: ( )
-----------------------------
--------------------------------------
Xxxxxxx X. Xxxxxxxxxx
000 Xxxx Xxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Fax: (000) 000-0000
SCHEDULE A
Xxxxxx X. Xxxxxx 12,410
Xxxxxx X. Xxxxxxx 12,409
Xxxxx X. Xxxxxx 12,409
Big Horn Air 12,409
Xxxxxxx X. Xxxxxxxxxx 7,748
Xxx Xxxxxxx 19,960
Xxxxx Xxxxxxxx 4,990
Xxxxx Xxx 2,495
Xxxxx Xxxxxx 2,495
Xxxxxx Xxxxxx 2,495
Xxxx Xxxxxxxx 15,000
Xxxx Floor 4,960
Xxxxx Xxxxxx 2,495
Xxxx Xxxxxx 12,475
TOTAL 124,750
