AGREEMENT
THIS AGREEMENT made this 29th day of February,
2008, by and between THE XXXXXXX CORPORATION, a Nevada
corporation, registered to do business in the Commonwealth of Pennsylvania
(hereinafter called "Xxxxxxx") and INNERLIGHT HOLDINGS, INC., a Delaware
Corporation, with its main place of business located at 000 Xxxx 000 Xxxxx,
Xxxxx, Xxxx 00000 (hereinafter called "InnerLight Holdings").
WHEREAS, Xxxxxxx formed a
wholly-owned subsidiary, Darius International Inc., a Delaware corporation,
registered to do business at 000 Xxxxx Xxxxxxx Xxxx, Xxxxxxxxxx, XX 00000 on
January 10, 2000;
WHEREAS, Darius International
Inc. formed Innerlight Inc. f/k/a Darius Marketing Inc., a Delaware corporation,
qualified to do business in Utah on December 20, 2000; and
WHEREAS, the Xxxxxxx Board of
Directors has determined that it is in Xxxxxxx'x best interest to sell all of
its stock in Darius International Inc.
NOW, THEREFORE, INTENDING TO BE
LEGALLY BOUND HEREBY, THE PARTIES AGREE AS FOLLOWS:
1. For the sum of
$1,000,000.00 Xxxxxxx will convey all of its right, title, and interest to the
stock it holds in Darius International Inc. to InnerLight Holdings, Inc.
2. This agreement is
contingent upon InnerLight Holdings, Inc. delivering the funds referenced in
Paragraph 1 to The Xxxxxxx Corporation no later than 5:00 P.M. on February 29,
2008.
3. The transaction shall
close as of 11:59 P.M. on February 29, 2008.
4. Xxxxxxx'x sole
warranty and representation is that it is taking all appropriate corporate
action to allow it to convey its stock in Darius to InnerLight Holdings,
Inc. Xxxxxxx makes no representations, warranties or covenants relating to
its stock in Darius or any matter relating to Darius and its subsidiaries.
5. InnerLight Holdings
specifically represents and warrants to The Xxxxxxx Corporation that it is
purchasing the stock with full knowledge that Darius International Inc. may be
insolvent, that there are claims against Darius International Inc. and its
subsidiaries, contingent or otherwise, which could render Darius International
Inc. or its subsidiaries insolvent, that Xxxxxxx makes no representation that
any litigation currently pending against Darius International Inc. or its
subsidiaries including, but not limited to, actions involving Xxxxxx X. and
Xxxxxxx Xxxxx, Matrix Inc., and ReadyCash Inc. will not result in adverse
judgments against Innerlight Inc., a wholly-owned subsidiary of Darius
International Inc. or Darius, which could cause Darius to become
insolvent.
6. InnerLight Holdings
shall not convey or transfer any of the shares referenced in this Agreement to
any other entity or party without giving notice of this Agreement to the
individual(s) or parties to whom its shares are transferred.
7. InnerLight Holdings
shall indemnify and hold Xxxxxxx, its officers, directors, attorneys, and
employees harmless, including attorneys' fees and costs
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for any
action brought against it or them as a result of any claim arising from the
transfer and sale of the stock owned by Xxxxxxx in Darius International Inc., or
any other claim arising out of Xxxxxxx'x ownership of Darius
International or its subsidiaries now or in the past or in the future, or
any Darius or its subsidiaries act(s) or omission(s) of Darius International
Inc. during Xxxxxxx'x ownership of its stock in Darius.
8. For ONE DOLLAR
($1.00) in hand paid and for other good and valuable consideration, Innerlight
Inc. and Darius International Inc. agree that they shall indemnify and hold
Xxxxxxx, its officers, directors, attorneys, and employees harmless, including
attorneys' fees and costs for any action brought against it or them as a result
of any claim arising from the transfer and sale of the stock owned by Xxxxxxx in
Darius International Inc., or any other claim arising out of Xxxxxxx'x ownership
of Darius International or its subsidiaries now or in the past or in the future,
or any Darius or its subsidiaries act(s) or omission(s) of Darius International
Inc. during Xxxxxxx'x ownership of its stock in Darius.
9. This Agreement shall
be governed by the law of the Commonwealth of Pennsylvania and the parties agree
that any dispute arising under this Agreement shall be tried in the Court of
Common Pleas of Bucks County, Pennsylvania, which shall have exclusive
jurisdiction and venue over such disputes.
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ATTEST:
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THE
XXXXXXX CORPORATION
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| Xxx X. Xxxxxxx |
By:
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/s/ Xxx X. Xxxxxxx | |
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ATTEST:
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|||
| Xxxxx X. Xxxxxx |
By:
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/s/ Xxxxx X. Xxxxxx | |
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ATTEST:
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DARIUS
INTERNATIONAL INC.
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| Xxxxx X. Xxxxxx |
By:
|
/s/ Xxxxx X. Xxxxxx | |
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