EXHIBIT 2.2
[xxxxXxxx.xxx letterhead]
Xxx Xxxxx
Global Capital Trust
P.O. Box 1109
Basseterre, St. Kitts
West Indies
April 23, 2004
RE: REPAYMENT OF DEBT
Dear Mr. Xxx Xxxxx,
This letter memorializes the agreement (the "Agreement") by and among
xxxxXxxx.xxx, Inc., a Nevada corporation (the "Company") and Global Capital
Trust ("Global"), and Xxxxxx Xxxxxx, individually, pursuant to which (i) the
Company agrees to sell, grant, convey, bargain, transfer, assign and deliver all
of the assets of the Company to Global (the "Assignment"), and (ii) Global
agrees to assume and undertake to discharge all liabilities, as itemized on
SCHEDULE 1 hereto, and any other accrued liabilities of the Company prior to
closing of the Company's impending asset purchase agreement (the "APA") with
American Card Services, a Delaware corporation ("ACS"), (the "Assumption"). This
Agreement shall be consideration for full satisfaction and accord of the
Company's debt of $40,000 and other liabilities (the "Debt") owed to Global, as
repayment of loans the Company received from MaxxPlay Enterprises Inc., a Nevada
corporation ("MaxxPlay") to the Company through the later of April 16, 2004, or
the closing of the APA. The Assignment and Assumption shall be effective
immediately subsequent to closing of the APA. Xx. Xxxxxx hereby represents that
he is the beneficial holder of a majority of the issued and outstanding equity
securities of MaxPlay.
By signing below, and thereby accepting the terms of this Agreement,
MaxxPlay, Global and Xx. Xxxxxx agree to release and waive any and all claims
either of them may have against the Company, known or unknown, arising out of
the Debt or for wages, fees or any other claims related to the affiliation or
relationship of either of them with the Company, provided that the Assignment
and the Assumption become effective. Xxxxxx agrees to defend, hold harmless and
indemnify the Company from and against any and all claims by XxxxXxxx or its
successors and assigns, arising out of or related to the Debt or MaxxPlay's
affiliation or relationship with the Company.
MaxxPlay hereby represents and warrants that it has sold, granted,
conveyed, bargained, transferred, assigned and delivered the Debt and other
liabilities of the Company to Global. Global hereby represents and warrants that
it has assumed and undertaken to discharge all liabilities, as itemized on
SCHEDULE 1 hereto, and any other accrued liabilities of the Company prior to
closing of the Company's impending APA with ACS.
If you agree with the foregoing, please sign below and return a copy of
this letter to me by facsimile today and the original by overnight delivery.
Sincerely,
Xxxxx Xxxxxxx
Director
ACKNOWLEDGED AND AGREED:
GLOBAL CAPITAL TRUST
By: ____________________________ By: ______________________________
Name: _____________________ Xxxxxx Xxxxxx, individually
Title: _____________________
MAXXPLAY ENTERPRISES INC.
By: ____________________________
Name: __________________
Title: _________________
ACKNOWLEDGED
AMERICAN CARD SERVICES, INC.
By: ____________________________
Name: __________________
Title: _________________
