Exhibit 99.1
DEBT EXCHANGE AGREEMENT
Agreement made this 25th day of January, 2005, by and among Meditech
Pharmaceuticals, Inc., a Nevada corporation ("Meditech"), Xxxxxxxxxx Xxxx
("Xxxx") and Xxxxxx Xxxx ("Xxxx").
RECITALS:
A. Meditech is indebted to (a) Xxxx due to accrued salary in the principal
amount of $303,724.18 through December 31, 2004 plus interest thereon, and (b)
Xxxx due to accrued salary in the principal amount of $175,000 through December
31, 2004 plus interest thereon. Such indebtedness is due on demand.
B. Meditech is without funds to repay such debt which is due on demand.
X. Xxxx, Xxxx and Meditech desire to resolve the indebtedness by effecting
an exchange of debt owed by Meditech to Xxxx and Xxxx for shares of East West
Distributors, Inc. ("EWDI") stock held by Meditech. EWDI is a Nevada corporation
and a wholly owned subsidiary of Meditech.
AGREEMENTS:
1. Exchange of Debt. Effective the date hereof, Xxxx and Xxxx hereby
release and discharge Meditech and any endorsers and guarantors from any
liability or obligation to Xxxx and Xxxx, respectively, including the principal
and interest due from Meditech to Xxxx and Xxxx, respectively.
2. Issuance of Shares. In exchange for the cancellation of indebtedness,
Meditech will immediately (a) issue to Xxxx 150,000 restricted shares of EWDI
common stock, and (b) issue to Xxxx 150,000 restricted shares of EWDI common
stock. Such stock is issued in exchange for the cancellation of (a) $303,724.18
principal amount of debt owed to Xxxx, and (b) $175,000 principal amount of debt
owed to Xxxx. All interest is hereby forgiven and waived by Xxxx and Xxxx.
3. Representations.
a. Each of the parties represents that it is authorized and
empowered to execute this Agreement.
x. Xxxx and Xxxx represent that they are acquiring the shares of
EWDI for investment and not with a view to any distribution of
the shares to the public.
x. Xxxx and Xxxx represent that they are the owners of the
indebtedness described above and have not assigned their right to
repayment to any other party.
4. Miscellaneous.
a. Governing Law. This Agreement shall be governed by, interpreted,
and enforced in accordance with the laws of the State of Nevada,
without regard to the principles of conflicts of laws.
b. No Benefit to Others. The agreements contained in this Agreement
are for the sole benefit of the parties hereto and their
respective successors, permitted assigns, heirs, executors,
administrators, and legal representatives, and shall not be
construed as conferring and are not intended to confer any rights
on any other persons.
c. Amendments. This Agreement may be amended or modified only by an
agreement in writing signed by all of the parties hereto.
d. Multiple Counterparts. This Agreement may be executed in multiple
counterparts and all such separately signed copies shall be
considered to be a single Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto, intended to be legally bound
hereby, have duly executed, or through their duly authorized officers have duly
executed, this Agreement effective as of the date first above written.
MEDITECH PHARMACEUTICALS, INC.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, President
/s/ Xxxxxxxxxx Xxxx
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Xxxxxxxxxx Xxxx
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
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