AGREEMENT
THIS AGREEMENT is made and entered into this ____ day
of April, 2001, by and between DYNETECH CORPORATION, a
Florida corporation, hereinafter referred to as "Dynetech",
and XXXXXXXX.XXX, INC., a Florida corporation, hereinafter
referred to as "Ehomeone".
WHEREAS, the parties heretofore entered into that
certain Agreement dated August 22, 2000, hereinafter
referred to as the "Agreement", pursuant to which Ehomone
agreed to pay certain sums to Dynetech in exchange for
infrastructure and services; and
WHEREAS, Ehomeone is in the process of becoming a
public corporation through a reverse merger; and
WHEREAS, the parties desire to provide for the issuance
of stock in the public company to Dynetech in exchange for
forgiveness of Ehomeone's Debt;
NOW, THEREFORE, for and in consideration of the mutual
covenants and promises hereinafter contained, Dynetech and
Ehomeone agree as follows.
1. WHEREAS CLAUSES. All `WHEREAS" clauses set out
herinabove are incorporated herein by reference.
2. EHOMEONE'S RESPONSIBILITIES. On the date of the
reverse merger, when Ehomeone becomes a public company,
which date shall be no more than ninety (90) days from the
date hereof, Ehomeone shall issue in favor of Dynetech an
amount of stock, equal in value to two (2) times the face
amount of Ehomeone's Debt as it exists on that date, which
shall be no less than $3 per share and, on an annual basis
thereafter until lapse of the rule 144 Restrictions of the
Securities and Exchange Commission, would be revised to keep
that same ratio.
By way of example only, should Ehomeone's Debt be $70,000,
the stock to be issued would have a value of $140,000
($70,000 X 2) and the number of shares to be issued would be
determined by dividing $140,000 by the price of a share of
the stock but in no event less than $3.00, to arrive at
46,666 shares to be issued; on the first anniversary, should
the price of the stock have dropped to $2.00 per share, for
example, then Dynetech would be entitled to receive and
Ehomeone would issue and additional 23,334 shares, for a
total of 70,000 shares worth $2.00 a share, thereby
maintaining the value of Dynetech's interest in the public
company at $140,000. It is understood and agreed, however,
that if the price per share increases, no adjustment will be
made.
3. DYNETECH'S RESPONSIBILITIES. Upon receipt of
shares of stock in the public company, pursuant to paragraph
number 2, herinabove, Dynetech agrees to write off
Ehomeone's Debt.
4. REPRESENTATIONS OF EHOMEONE. Ehomeone understands
and agrees that until such time as the stock is issued,
pursuant to paragraph number 2 hereinabove, and accepted by
Dynetech, Ehomeone's Debt shall remain in all respects due
and payable and Dynetech shall have the right to collect it
at anytime in accordance with the terms of the Agreement;
only at such time as Dynetech has accepted the stock does
the obligation to pay Dynetech Ehomeone's Debt end, and it
is understood and agreed that Dynetech has the right to
demand payment at anytime prior to that time.
5. ADJUSTMENTS. Should Ehomeone's need for
infrastructure and/or services increase or decrease at
anytime, the parties agree to modify the Agreement
accordingly.
IN WITNESS WHEREOF, this Agreement has been executed by
each of the parties hereto and signed by an officer
thereunto duly authorized, all on the date and year first
above written.
Signed, sealed and delivered in the presence of:
DYNETECH CORPORATION
By: /s/ Xxxxxxxx X. Xxxx
Xxxxxxxx X. Xxxx, President
(CORPORATE SEAL)
XXXXXXXX.XXX, INC.
/s/ By: /s/ Xxxxxx X. Xxxxx
Witness Xxxxxx X. Xxxxx, President
/s/
Witness
