Exhibit 2.2
FINANCE, FUNDING & OPPORTUNITIES
XXXXXXXXX.XXX
March 1, 2001
Xx. Xxxxx X. XxXxxx
Executive Vice President
Global Capital Partners, Inc.
0000 Xxxxxxxx Xxxx Xxx. 0000
Xxxxxxxxx, X.X. 00000
Re: XxxxxXxxx.xxx
Dear Xxxxx:
This letter will confirm the details of the agreement between Global Capital
Partners, Inc. and XxxxxXxxx.xxx relating to the conversion of MoneyZone's 6%
Convertible Debenture in the original principal amount of $2,500,000, and the
purchase by Global Capital Partners, Inc. of MoneyZone's remaining assets.
The principal balance plus accrued interest of the debenture at January 15,
2001, was $3,050,000, plus additional accrued interest through February 28,
2001, in the amount of $21,559, for a total due Global Capital of $3,071,559. At
March 1, 2001, Global Capital owed XxxxxXxxx.xxx $600,000 for intercompany
advances. Thus the net due Global Capital at the date of this agreement is
$2,471,559.
Under the terms of the debenture, Global Capital, has the right to convert the
balance due into XxxxxXxxx.xxx common stock at 80% of the average lowest three
closing prices during the 30 days prior to conversion. This average has been
calculated to be $.25 per share, and since you have notified us of your
intention to convert as of this date, Global Capital is entitled to 9,886,236
shares.
MoneyZone and Global Capital have agreed to the issuance of 8,448,990 common
shares of XxxxxXxxx.xxx in full repayment of the debenture. The additional
1,437,246 shares which are due Global Capital shall be the total consideration
for the purchase of MoneyZone's remaining assets which include approximately
twenty domain names, the XxxxxXxxx.xxx trademark, loan processing software, all
logos and design materials and all remaining furniture and equipment.
The effective date of the asset purchase and sale shall be March 1, 2001. Global
Capital shall not be responsible for any of the remaining liabilities of
XxxxxXxxx.xxx.
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If this letter accurately sets out the terms of our agreement, please sign below
and return one original document to me.
Best regards, Accepted and agreed upon by:
/S/ XXXXXXX X. XXXXXX /S/ XXXXX X. XXXXXX
---------------------------- -----------------------------
Xxxxxxx X. Xxxxxx Xxxxx X. XxXxxx
President and CEO Executive Vice President
XxxxxXxxx.xxx Global Capital Partners, Inc.
Date: MARCH 7, 2001
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