SETTLEMENT AGREEMENT
THIS AGREEMENT is entered into as of this 29th day of March, 2000 by and
between Xxxx-Atlantic Corporation, a Nevada corporation (the "Company") and
Investor Communications International, Inc. ("ICI").
RECITALS:
WHEREAS, ICI has either performed certain financial, administrative and
managerial services pursuant to respective contractual arrangements, and/or
provided advances provided to the Corporation, and/or is owed accrued interest
thereto whereby the Company is indebted to ICI in the aggregate amount of
$750,389.38 for certain financial, administrative and managerial services
performed by ICI, and/or advances provided by ICI, and/or accrued interest on
unpaid amounts due to ICI thereunder; and
WHEREAS, the Company is indebted to ICI for repayment of such aggregate
amount of $750,389.38; and
WHEREAS, the Company and ICI acknowledge that the aggregate amount of
$750,389.38 is due and owing ICI (the "Debt"); and
WHEREAS, the Company agrees to issue to ICI 1,500,800 shares of its
restricted common stock at $0.50 per share (the "Shares") as full and complete
satisfaction of the Debt pursuant to Company Board of Directors authorized
resolutions dated March 29, 2000.
AGREEMENT
1. The Company shall issue to ICI 1,500,800 Shares in full and complete
satisfaction of the Debt.
2. ICI agrees to accept the issuance and delivery of 1,500,800 Shares in
full settlement and satisfaction of the Debt, and further agrees to release and
forever discharge the Company from any and all causes of action, debts, sums of
money, claims and demands whatsoever, in law or in equity, related to the Debt,
which ICI now or hereafter can, shall or may have.
3. ICI is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"). ICI understands that
the Shares are being issued in reliance on the exemption from registration
provided by Section 4(2) thereunder. ICI understands that it may be required to
bear the economic risk of this investment for an indefinite period of time
because there is currently no trading market for the Shares and the Shares
cannot be resold or otherwise transferred unless applicable federal and state
securities laws are complied with or exemptions therefrom are available.
4. ICI represents and warrants that the Shares are being acquired solely
for ICI's own account, for investment purposes only, and not with a view to or
in connection with, any resale or distribution. ICI understands that the Shares
are nontransferable unless the Shares are registered under the Securities Act
and under any applicable state securities law or an opinion of counsel
satisfactory to the Company is delivered to the Company to the effect that any
proposed disposition of the Shares will not violate the registration
requirements of the Securities Act and any applicable state securities laws. ICI
further understands that the Company has no obligations to register the Shares
under the Securities Act or to register or qualify the Shares for sale under any
state securities laws, or to take any other action, through the establishment of
exemption(s) or otherwise, to permit the transfer thereof.
5. ICI has had an opportunity to ask questions of and received answers from
the officers, directors and employees of the Company or a person or persons
acting on its or their behalf, concerning the financial position of the Company.
6. This Settlement Agreement shall be effective as of March 29, 2000, and
shall be binding upon and inure to the benefit of the parties hereto and their
respective assigns and successors.
XXXX-ATLANTIC CORPORATION,
a Nevada Corporation
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
INVESTOR COMMUNICATIONS INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxxx
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President
