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EXHIBIT 10.8
LOAN CONVERSION AGREEMENT DATED AUGUST 31, 1999 WITH STRATUS SERVICES
GROUP, INC.
DEBT-EQUITY CONVERSION AGREEMENT
THIS AGREEMENT is made and entered into this 31st day of August, 1999, by
and between STRATUS SERVICES GROUP, INC., a Delaware corporation, whose address
is 000 Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxxxx 00000 ("Creditor") and
COMPLETE WELLNESS CENTERS, INC., a Delaware corporation, whose address is 0000
Xxxxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxx Xxxx, Xxxxxxx 00000 ("Debtor").
WHEREAS, Creditor is the holder of a certain Promissory Note in the amount
of $1,017,000, dated August 31, 1999, in conjunction with the indebtedness of
Debtor to Creditor; and
WHEREAS, it is the desire of the parties to satisfy the remaining balance
of the Promissory Note; and
WHEREAS, Debtor desires to convert said Promissory Notes from debt to
equity.
NOW, THEREFORE, intending to be legally bound, and in consideration of the
mutual promises, covenants, and agreements hereinafter set forth, Debtor and
Creditor hereby agree as follows:
Creditor will accept 500,000 shares of Debtor's unregistered and restricted
Common Stock in exchange for the Promissory Note.
Debtor agrees that the above stock, issued pursuant to this Agreement, will
be registered with the Securities and Exchange Commission in its next
registration of Common Stock.
All agreements currently in effect between the parties shall remain in full
force and effect until such time as the above conversion occurs.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the date set forth above.
CREDITOR DEBTOR
STRATUS SERVICES GROUP, INC. COMPLETE WELLNESS CENTERS, INC.
By: /s/ Xxxx Moltzman By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxx Moltzman Name: Xxxxxx Xxxxxxx
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Title: Chief Financial Officer Title: President
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