CONVERSION AGREEMENT
This Agreement (this "Agreement") in entered into by and between Global
Marketing Associates, Inc. ("GMA") and Trinity Companies, Inc. (The
"Company") as of August 8, 2002.
The Company and GMA, the owner of certain convertible debt issued by the
Company in the principal amount of $166,963 evidenced by that certain
Promissory Note with Rights of Conversion attached hereto as Exhibit A ("the
Note"), hereby agree that the principal amount of the Note and accrued
interest thereon shall be converted into 3,200,000 shares of the Company's
Common Stock (the "Conversion Shares"), equivalent to 19,16592 shares for
every dollar of principal converted; provided, that such conversion shall be
effected only after the Company completes an acquisition of a new business
opportunity and does not result in GMA and/or its successors and assigns
being treated as an affiliate of the Company.
Fifty percent (50%) of all Conversion Shares shall be subject to a lock-up
("Lock-Up Shares") whereby the holder of such Lock-up Shares shall not,
without prior written consent of the Company's board of directors, during the
period commencing on the date of the conversion and ending on the second
anniversary of the date of such conversion, offer, sell, contract to sell,
pledge, grant any option to purchase, make any short sale or otherwise
dispose of any of the Lock-Up Shares, or any securities convertible into,
exchangeable for or that represent the right to receive Lock-Up Shares.
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction that is
designed to or reasonably expected to lead to or result in a sale or
disposition of the Lock-Up Shares. Such prohibited hedging or other
transactions would include, without limitation, any short sale or any
purchase, sale or grant of any right (including without limitation any put or
call option) with respect to any of the Lock-Up Shares or with respect to any
security that includes, relates to, or derives any significant part of its
value from such Lock-Up Shares.
The Lock-up Shares shall be subject to an entry of stop transfer
instructions with the Company's transfer agent and registrar against the
transfer of Lock-up Shares except in compliance with the foregoing
restrictions and to the imposition of a legend on such shares referencing or
reflecting the restrictions contained in this Agreement.
This Agreement may be assigned by GMA in part or in whole. This
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
This Agreement may be assigned by GMA in part or in whole. This
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
This Agreement may be executed in counterparts, each of which is an
original and all of which together constitute one and the same instrument.
THE COMPANY:
Trinity Companies, Inc.
________________________________
By: ▇▇▇▇ ▇▇▇▇
Its: President
Global Marketing Associates, Inc.
________________________________
By:
Its:
