DEBT SATISFACTION AGREEMENT
This Debt Satisfaction Agreement made to be effective as of the 30 day of
June, 2003 between National Management Consulting, Inc., a Delaware corporation
(the "Company") having a principal place of business at 1120 Avenue of the
Americas, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 and XXXxxx.Xxx, Inc., a Delaware
corporation ("Lender") having a principal place of business at 00 Xxxxxxxxx
Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000.
WHEREAS, the Company is indebted to Lender under a 5% secured promissory
note in the principal amount of $339,000.
WHEREAS, Lender is willing to release the Company from its obligation to
repay the Loan upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the terms, conditions and agreements
contained in this Agreement, the parties agree as follows:
1. transfer of Securities.
(a) Lender agrees to accept the securities listed on Schedule A hereto
(the "Securities") and all rights and assets listed on Schedule B hereto, in
full satisfaction of the Company's obligation to repay the Loans.
(b) The Company, at its expense, will promptly execute and deliver all
required documents of transfer, obtain approvals, opinions and otherwise take
all necessary actions to vest ownership of the Securities in Lender, free and
clear of all liens, claims or encumbrances.
(c) Where applicable, the certificates, in due and proper form,
representing the Securities will bear a legend substantially in the following
form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE
SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT".
2. Lenders Representations and Warranties.
The Lender hereby acknowledges, represents and warrants to, and agrees
with, the Company as follows:
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(a) The Lender is acquiring the Securities for its own account as
principal, for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and no other
person has a direct or indirect beneficial interest in such Securities.
(b) The Lender acknowledges its understanding that the transfer of the
Securities is intended to be exempt from registration under the Act by virtue of
Section 4(2) of the Securities Act of 1933, as amended (the "Act") and the
provisions of Regulation D thereunder.
(c) The Lender is an "accredited investor" as that term is defined in
Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)).
(d) The Lender has made an independent investigation of the issuers of
the Securities.
(e) The Lender represents, warrants and agrees that it will not sell
or otherwise transfer the Securities unless registered under the Act or in
reliance upon an exemption therefrom, and fully understands and agrees that it
must bear the economic risk of its purchase for an indefinite period of time
because, among other reasons, the Securities or underlying securities have not
been registered under the Act or under the securities laws of certain states
and, therefore, cannot be resold, pledged, assigned or otherwise disposed of
unless they are subsequently registered under the Act and under the applicable
securities laws of such states or an exemption from such registration is
available. The Lender further understands that sales or transfers of the
Securities or underlying securities are restricted by the provisions of state
securities laws.
(f) The foregoing representations, warranties and agreements shall
survive the delivery of the Securities under the Agreement.
3. Company Representations and Warranties.
The Company hereby acknowledges, represents and warrants to, and agrees
with the Lender as follows:
(a) The Company has been duly organized, is validly existing and is in
good standing under the laws of the State of Delaware. The Company has full
corporate power and authority to enter into this Agreement and this Agreement
has been duly and validly authorized, executed and delivered by the Company and
is a valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as such enforcement may be limited
by the United States Bankruptcy Code and laws effecting creditors rights,
generally.
(b) Delivery by the Company to Lender of the Securities as
contemplated by Section 1 of this Agreement, the Company shall have transferred
to Lender good and valid title to the Securities, free and clear of any and all
claims, liens, pledges, charges, encumbrances and security interests.
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(c) The execution and delivery by the Company of, and the performance
by the Company of its obligations under this Agreement in accordance with the
terms of this Agreement will not contravene any provision of applicable law or
the charter documents of the Company or any agreement or other instrument
binding upon the Company, or any judgment, order or decree of any governmental
body, agency or court having jurisdiction over the Company, and no consent,
approval, authorization or order of, or qualification with, any governmental
body or agency is required for the performance by the Company of its obligations
under this Agreement in accordance with the terms of this Agreement.
(d) The foregoing representations, warranties and agreements shall
survive the Closing.
4. Release.
Upon the delivery of the consideration to Lender set forth in Section 1 of
this Agreement, the Lender releases and forever discharges the Company of and
from all and all manner of actions, suits, debts, sums of money, contracts,
agreements, claims and demands at law or in equity, that Lender had, or may have
arising from the Loan.
5. Miscellaneous.
(a) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns; provided, however, that no party hereto may assign its rights or
delegate its obligations under this Agreement without the express prior written
consent of the other party hereto.
(b) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party. Copies of executed counterparts
transmitted by telecopy, telefax or other electronic transmission service shall
be considered original executed counterparts for purposes of this Section,
provided receipt of copies of such counterparts is confirmed.
(c) Headings. The headings of the sections of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the meaning or interpretation of this Agreement.
(d) Amendments and Waiver. No amendment, modification or alteration of
the terms or provisions of this Agreement shall be binding unless the same shall
be in writing and duly executed-by the party against whom such would apply. Any
of the terms or conditions of this Agreement may be waived in writing at any
time by the party which is entitled to the benefits thereof. No waiver or any of
the provisions of this Agreement shall be deemed or shall constitute a waiver of
such provisions at any time in the future or a waiver of any other provisions
hereof.
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(e) Expenses. All legal and other costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses. Seller shall be responsible
for and shall pay all sales, transfer, deed, duties, stamp, notary public and
other similar taxes, duties and transfer fees applicable to the transactions
contemplated by this Agreement, including fees to record assignments.
(f) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without reference to the
choice of laws principles thereof.
(g) Cooperation After Closing. The Company shall take all action
reasonably necessary, including the execution of documents, filings and
assignments to carry out the provisions of this Agreement.
IN WITNESS WHEREOF, the Company and Lender have caused this Agreement
to be executed and delivered by their respective officers, thereunto duly
authorized.
NATIONAL MANAGEMENT
CONSULTING, INC.
Dated: July 21, 2003 By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxx, President
XXXXXX.XXX, INC.
Dated: July 21, 2003 By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxx, COO
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SCHEDULE A
SECURITIES/RIGHTS TO BE TRANSFERRED
1. 34,750 shares of XXXxxx.Xxx Series A Preferred Stock
2. 650,000 Shares of Common Stock of Panama Industries Inc.
3. 62,280 Shares of Common Stock of Augrid of Nevada, Inc.
4. 150,000 Shares of Common Stock of Steam Cleaning USA, Inc.
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SCHEDULE B
RIGHTS/ASSETS TO BE TRANSFERRED
1. All rights, collateral and securities relating to a convertible loan,
principal amount of $55,000 to Panama Industries, Inc. under a Promissory
Note dated February, 2002
2. All rights, collateral and documents relating to a loan, principal
aggregate amount of $55,000 to Augrid of Nevada, Inc., under Promissory
Notes dated February 8, 2002 and May 20, 2002
3. All rights, interest and licenses with regard to the technology
purchased/licensed from CDKnet, LLC in October 2002.
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