MILLENNIUM
Plastics Corporation
0000 X. Xxxxxxxxx Xxx, Xxx Xxxxx, XX 00000
tel: 000.000.0000 * fax: 000.000.0000
e-mail - Xxxxxxxx@xxxxxxxxxxxxxxxxx.xxx
xxx.xxxxxxxxxxxxxxxxxx.xxx
OTC BB: MPCO
November 13, 2001
The Fit Group
Attn: Xxxx XxXxxxx
00 X. Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Re: Stock Cancellation Agreement/Waiver and Release Agreement
Dear Xx. XxXxxxx:
I write to memorialize our agreement (the "Agreement") concerning the
cancellation of certain shares of common stock in Millennium Plastics
Corporation, a Nevada corporation ("Millennium") that were issued to The Fit
Group ("FIT") in anticipation of the funding of approximately $10 million
dollars by FIT, the wind-up of all arrangements between FIT and Millennium,
and the waiver and release of any and all claims against Millennium.
By this Agreement, FIT and Millennium agree to resolve all of the above
relationships, as follows:
1. Cancellation of Common Stock. Effective as of the date this letter is
agreed and accepted by FIT, FIT will surrender to Millennium, the stock
certificate representing 10,000,000 shares of Millennium's common stock, a
medallion signature guaranteed stock power and a board resolution authorizing
the cancellation of the shares. Millennium will immediately cancel the
shares upon receipt of the above documents. FIT agrees to waive any claims
with respect to the cancelled shares, including any and all dividend, voting
or other intrinsic rights associated with being a stockholder of Millennium.
2. Consideration for Share Cancellation. The Parties mutually agree that
the anticipated funding by FIT has not occurred and is not expected to occur
in the foreseeable future. Therefore, FIT has not performed under its
agreement, the shares have not been earned and consequently should be
returned to Millennium for cancellation.
3. Waiver and Release. In consideration of the foregoing, FIT agrees to
forever waive and release any and all claims, liens, charges, or encumbrances
of any kind whatsoever (collectively, the "Claims") against Millennium and
any of its directors, officers, employees, agents, subsidiaries and/or
affiliates including, without limitation, any Claims related to the Stock
cancelled by Millennium pursuant to 1 above or otherwise in connection with
any agreement, arrangement or understanding, actual or alleged, between FIT
and Millennium from now until the end of the world. Upon reasonable request
by Millennium, FIT will execute any acknowledgement of the foregoing waiver
and release in form reasonably satisfactory to counsel for Millennium.
4. Entire Agreement; Modification. This letter agreement constitutes the
entire, final and complete agreement of FIT and Millennium and supersedes and
replaces all prior or existing written and oral agreements between FIT and
Millennium with respect to the subject matter hereof, and may only be
modified in writing by the agreement of both parties.
5. Applicable Law; Dispute Resolution. This letter agreement shall be
governed by and constructed in accordance with the law of the State of Nevada
without regard to the conflicts of Law provisions thereof. Any dispute
arising under this Agreement shall be settled by binding arbitration before a
single arbitrator under the Commercial Arbitration Rules of the American
Arbitration Association. The arbitrator shall award the prevailing party its
costs and expenses, together with reasonable attorneys' fees (including the
allocable share, if any, of in-house counsel fees) and, accountants' and
expert witness fees, if any. The award of the arbitrator may be entered in
and enforced by any court of competent jurisdiction.
6. Notice. Each notice, instruction or other certificates required or
permitted by the terms hereof shall be in writing and shall be communicated
by personal delivery, fax or registered or certified mail, return receipt
requested, to the parties hereto at their respective address, or at such
address as any of them may designate by notice to each of the others.
7. Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be an original, but all of which taken
together shall constitute one and the same instrument.
(Signature Page to Follow)
If the foregoing accurately sets forth our agreement, kindly indicate your
acknowledgement and acceptance thereof below.
Sincerely yours,
MILLENNIUM PLASTICS CORPORATION
By: /s/
Xxxx Xxxxxxxx, President
ACKNOWLEDGED AND ACCEPTED:
The Fit Group
By: /s/_______________________________
Its: Chairman and CEO
DATE: 11-6-01
