Exhibit 10.1
Agreement dated as of October 1, 2004 between Mediscience Technology Corp.,
a New Jersey corporation (the "Company"), and Xxxxxx Xxxxxx ("Xxxxxx").
R E C I T A L S
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WHEREAS, in June 1998 the Company granted to Xxxxxx the right and option
(the "Option") to convert any debt then or thereafter owed to Xxxxxx by the
Company into shares of Common Stock of the Company at a conversion rate of $0.25
share for any principal or interest on such debt so converted; and
WHEREAS, the Company and Xxxxxx wish to confirm that the Option always had
unexpressed conditions that they wish to now make express;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Xxxxxx and the Company hereby agree that the Option had always
expressly provided as follows:
"In consideration of the agreement by Dr. Xxxxxx Xxxxxx to forbear any
and all collection action against the Company for any and all debts now or
hereafter owing to Xxxxxx by the Company, including, without limitation,
debts arising from consulting fees and benefits and bonuses not paid in
cash by the Company to Xxxxxx, the Company hereby grants to Xxxxxx a right
and option (the "Option") to convert any of all of such debt, including any
interest payable with respect to any portion of such debt, into fully paid
and nonassessable shares of Common Stock of the Company at a conversion
rate of $0.25 per share; provided, however, that the holder of the Option
shall give the Company at least seventy (70) days' prior written notice
setting forth its intention to exercise the Option. The Option is unlimited
in duration and may be assigned, in whole or in part, without condition to
any assignee or heir of Xxxxxx. The Option, unless and until exercised,
shall not extinguish or negate any of the debt which is the subject of the
Option."
IN WITNESS WHEREOF, the Company and Xxxxxx have executed and delivered this
Agreement as of the date first above written.
Mediscience Technology Corp.
By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
President
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
