EXHIBIT 10.1:
AGREEMENT
Agreement dated effective as of April 8, 2003 by and between Flexxtech
Corporation a Nevada corporation (the "Company") and W3M, Inc. (d/b/a Paradigm
Cabling Systems, Inc.) a California corporation (the "Paradigm").
RECITALS
1. In order to acquire eighty percent (80%) of the outstanding
common stock of Paradigm, the Company entered into a certain Acquisition
Agreement dated October 1, 2002 ("Purchase Agreement"). Pursuant to the terms of
the acquisition, 80% of the outstanding capital stock of Paradigm was
transferred to the Company on said date. In exchange, the Company agreed as soon
as practical to issue shares of a new Series A Convertible Preferred Stock of
Flexxtech Corporation to the exchanging shareholders of Paradigm as follows:
Name No. Of Shares of Series A Convertible Preferred
---------------- -----------------------------------------------
Xxxxxxx Xxxxxxxx 71.25 shares
Ashford Capital 71.25 shares
Total 142.50 shares
The transaction contemplated by the Purchase Agreement is hereinafter sometimes
referred to as the "Transaction." The Company and Paradigm desire to void the
Transaction ab initio (that is, at its inception), with the effect that Paradigm
is the owner of its Assets and Liabilities and the shares of the Company's
Preferred Stock issuable in the Transaction are restored to the status of
authorized but unissued shares of the Company.
2. The Company and Paradigm desire to exchange mutual general
releases in order to restore the parties to their respective positions
immediately prior to the execution and delivery of the Purchase Agreement.
3. In connection with the transaction contemplated by this
Agreement, the Company and Paradigm shall each bear responsibility for their
respective costs associated with this Agreement at closing.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
AGREEMENT
1.1 VOIDING OF TRANSACTION. The Company and Paradigm agree that the
Transaction is void ab initio (that is, at its inception), with the effect that
Paradigm remains the owner of all of its Assets and the shares of the Company's
Preferred Stock are
restored to the status of authorized but unissued shares. The Purchase Agreement
and all related documents and all documents delivered in connection therewith
are hereby terminated ab initio and are of no force or effect whatsoever.
1.2 LIABILITIES ASSUMED. In order to restore the parties to their
respective positions immediately prior to the execution of the Purchase
Agreement, Paradigm hereby assumes all its original liabilities and those
incurred from the execution of the Purchase Agreement until the Closing (defined
below), and Paradigm shall indemnify and hold the Company harmless from and
against any and all claims, damages, liabilities, costs and expenses (including
reasonable attorneys fees) arising out of any such assumed liabilities and the
activities of the Company during such period. The Company hereby assumes all its
original liabilities and those incurred from the execution of the Purchase
Agreement until the Closing and shall indemnify and hold Paradigm harmless from
and against any and all claims, damages, liabilities, costs and expenses
(including reasonable attorney's fees), arising out of the Company's activities
following the Closing.
1.3 PAYMENTS AT CLOSING. None.
1.4 DEBENTURES ISSUED TO ASHFORD CAPITAL LLC AND EFUND
CAPITAL/XXXXXXX XXXXX (OR ITS DESIGNEE). In connection with funds invested as
working capital into Paradigm during the period from October 1, 2002 until April
1, 2003, the Company shall issue to Ashford Capital LLC and eFund
Capital/Xxxxxxx Xxxxx (or its designee), 5 year convertible debentures in the
amount of sixty five thousand dollars ($65,000) and seventy five thousand
dollars ($75,000) respectively, which shall be included in this Agreement as an
attachment [EXHIBIT A].
1.5 CLOSING. The transaction contemplated by this Agreement shall be
closed on or about April 8, 2003 or at such other time as the parties may agree
in writing (the "Closing" or the "Closing Date").
1.6 MUTUAL GENERAL RELEASE The Company hereby fully, forever,
irrevocably and unconditionally release, remise and discharge Paradigm and its
officers, directors, stockholders, corporate affiliates, attorneys, agents and
employees from any and all claims, charges, complaints, demands, actions, causes
of action, suits, rights, debts, sums of money, costs, accounts, reckonings,
covenants, contracts, agreements, promises, doings, omissions, damages,
executions, obligations, liabilities, and expenses (including attorneys fees and
costs), of every kind and nature which any of them ever had or now have against
Paradigm or its officers, directors, stockholders, corporate affiliates,
attorneys, agents and employees (including, but not limited to, all claims
arising out of the Transaction and the voiding thereof).
Paradigm hereby fully, forever, irrevocably and unconditionally releases,
remises and discharges the Company, and its officers, directors, stockholders,
corporate affiliates, attorneys, agents and employees from any and all claims,
charges, complaints, demands, actions, causes of action, suits, rights, debts,
sums of money, costs, accounts, reckonings, covenants, contracts, agreements,
promises, doings, omissions, damages, executions, obligations, liabilities, and
expenses (including attorneys fees and costs), of every kind and nature which it
ever had or now has against Xxxx, the Company or any of its officers, directors,
stockholders, corporate affiliates, attorneys, agents and employees (including,
but not limited to, all claims arising out of the Transaction and the voiding
thereof).
1.7 RESIGNATION OF OFFICERS AND DIRECTORS. Xxxxxxx Xxxxxxxx shall
offer his immediate resignation as an officer and director of the Company,
effective upon execution of this Agreement.
1.8 EXPENSES OF THIS TRANSACTION. Each party shall bear its own
expenses in connection with the transactions contemplated by this Agreement.
1.9 CORPORATE APPROVALS. The transactions contemplated by this
Agreement are subject to final approval of the respective Boards of Directors of
the Company and Paradigm.
1.10 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and
supercedes all prior agreements, understandings, and arrangements, whether oral
or written.
1.11 AMENDMENT. This agreement may be amended, modified or
supplemented only by a written agreement signed by all of the parties hereto.
1.12 NOTICES. All notices, requests, demands, and other
communications required or permitted hereunder will be in writing and will be
deemed to have been duly given when delivered by hand or two days after being
mailed by certified or registered mail, return receipt requested, with postage
prepaid:
If to Paradigm, to: ATT/Xxxxxxx Xxxxxxxx, President
Paradigm Systems, Inc.
or to such other person or address as Paradigm furnishes to the Company pursuant
to the above.
If to the Company, to: ATT/Xxxx Xxxxxxx, President
Flexxtech Corporation, Inc.
00 Xxxxxxxxxx Xx., Xxxxx 000X,
Xxxxxx, XX
or to such person or address as the Company furnishes to Paradigm pursuant to
the above.
1.13 FURTHER ACTION, COUNTERPARTS, SAVINGS CLAUSE. The parties
hereto shall execute and deliver all documents, provide all information, and
take or forbear from all such action as may be necessary or appropriate to
achieve the purpose of the Agreement which is to restore the parties to
substantially the position each occupied immediately prior to the execution of
the Purchase Agreement. This Agreement may be executed in several counterparts
and transmitted by facsimile and all so executed shall constitute one Agreement,
binding on all the parties hereto even though all the parties are not
signatories to the original or the same counterpart. Nothing herein shall be
construed to be to the benefit of any third party, nor is it intended that any
provision shall be for the benefit of any third party. If any provision of this
Agreement, or the application of such provision to any person or circumstance,
shall be held invalid, the remainder of this Agreement, or the application of
such provision to persons or circumstances other than those as to which it is
held invalid, shall not be affected thereby.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement the date
and year set forth above.
FLEXXTECH CORPORATION, A NEVADA CORPORATION
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By: Xxxx Xxxxxxx, Xxxxxxxxx
X0X, INC D/B/A PARADIGM SYSTEMS, INC., A
CALIFORNIA CORPORATION
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By: Xxxxxxx Xxxxxxxx, President
