EXHIBIT 5.33
AGREEMENT TO CONVERT NOTES INTO STOCK AND WARRANTS
Name: CGTF, LLC
Address: 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
The undersigned hereby elects to convert its notes payable by
XXXxxxxxx.xxx, Inc. ("PCSP") in the aggregate principal amount of $500,000 (the
"Notes"), and any accrued and unpaid interest on the Notes, into (a) 350,000
shares of PCSP's common stock (the "Non-Warrant Shares"), and (b) a two-year
warrant (the "Warrant") to purchase 240,000 shares of PCSP's common stock (the
"Warrant Shares") at an exercise price of $1.40, in the form of Exhibit A
attached hereto. The Non-Warrant Shares and the Warrant Shares are collectively
referred to as the "Shares." As soon as practicable after the execution of this
agreement, (i) the undersigned will surrender the Notes to PCSP and PCSP will
xxxx such Notes cancelled and (ii) PCSP will deliver to the undersigned one or
more stock certificates representing the Non-Warrant Shares and an executed copy
of the Warrant. Further,
1. The undersigned understands and acknowledges that (a) the Shares have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act") and are therefore restricted securities; (b) the
Shares may not be sold or transferred unless they are registered under
the Securities Act or an exemption from such registration is available;
and (c) a legend to that effect will be placed on the certificates
representing the Shares.
2. The undersigned is an "accredited investor" as defined in Regulation D
under the Securities Act.
3. The undersigned (a) is acquiring the Shares for its own account for
investment and not with a view to the distribution thereof except in
compliance with the Securities Act or an exemption available thereunder
and (b) has been granted the opportunity to investigate the business
and affairs of PCSP and to ask questions of its officers and employees,
and has availed itself of such opportunity through its authorized
representatives.
4. The undersigned has reviewed the draft dated 1/7/2000 of Amendment No.
2 to PCSP's Registration Statement on Form 10-SB.
5. The undersigned acknowledges that the Notes are the only obligations
owed by PCSP to the undersigned on the date hereof.
6. The undersigned acknowledges that its election will only be effective
upon PCSP's acceptance of this election, which will be evidenced by
PCSP's countersignature of this agreement.
[Signature page follows.]
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CGTF, LLC
By: Hundred Acre Dreams, Inc.,
its Managing Member
By: /s/ Xxxxxxxxxx Xxxxxx
--------------------------
Name: Xxxxxxxxxx Xxxxxx
Title: President
Date: January 11, 2000
ACCEPTED BY PCSP:
By: /s/ Xxxxxxx X. XxXxxx
--------------------------
Name: Xxxxxxx X. XxXxxx
Title: President and CEO
Date: January 11, 2000
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