PARAGON CAPITAL LP
PARAGON
CAPITAL LP
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(212)
593-1600
August
12, 2008
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▇▇▇▇ ▇▇.
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▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇.
▇▇▇▇▇▇▇▇▇:
The
following sets forth a clarification of and an addendum to the Schedule A
agreement (the "Agreement") between Paragon. Capital LP ("Paragon"), ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇") and Prevention ▇▇▇▇▇▇▇▇▇.▇▇▇
Inc. (the "Company" or "Prevention") dated December 28, 2007.
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1.
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In
accordance with the Stock Purchase Agreement dated December 31, 2007,
Paragon paid Prevention a total of $250,000 for a total of 71,428,571
shares of the Company. Prevention paid to ▇▇▇▇▇▇▇▇▇ $200,000 to an account
designated by ▇▇▇▇▇▇▇▇▇ under the name Quick. Pay. All assets and
liabilities (including the payment to ▇▇▇▇▇▇▇▇▇ of $200,000 or remainder
thereof) of the Quick Pay ▇▇▇▇▇▇.▇▇ will remain on the balance sheet of
Prevention„ until the date that Prevention conveys all of the assets and
liabilities of Quick Pay to ▇▇▇▇▇▇▇▇▇, which will not be later than
October 31, 2008. The payment of the $200,000 to ▇▇▇▇▇▇▇▇▇, which has
already occurred, and the conveyance of the assets and liabilities of
Quick Pay to ▇▇▇▇▇▇▇▇▇ shall be in consideration for the cancellation of
all of the issued and outstanding shares of preferred stock, warrants and
liabilities held by ▇▇▇▇▇▇▇▇▇. Such cancellation of the preferred,
warrants and liabilities has been
completed.
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2.
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Paragon
agrees that on the date of the Quick Pay conveyance it will assign
warrants to ▇▇▇▇▇▇▇▇▇ to acquire 5,000,000 shares of common stock (which
will replace the 4,000,000 warrants referred to in the Agreement)
exercisable over a 3 year term and with an exercise price of $0.01. These
warrants and underlying shares of common stock are subject to usual
dilution for any stock split or other stock
subdivision.
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3.
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The
Company agrees that the $400,000 amount to be paid to ▇▇▇▇▇▇▇▇▇ shall be
for the above consideration. The $400,000 payment owed to ▇▇. ▇▇▇▇▇▇▇▇▇
shall be payable upon the earlier of (i) such time as the Company has
completed a PIPE financing of at least $2,000,000 or (ii) such time as the
Company completes a reverse merger transaction, or (iii) eighteen months
from the date of the original agreement dated December 28, 2007 Scheduled
A. In the absence of (i) (ii) or (iii) Prevention will have the right to
require ▇▇▇▇▇▇▇▇▇ to convert the $400,000 payment into 1,600,000 common
shares, non dilutable for stock splits for a period from 4 yrs from the
date of the issuance of the stock. with piggy back registration rights any
time he chooses. This right expires September 30th 2009.
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4.
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All
notices, requests and instructions hereunder shall be in writing and
delivered to each party at the addresses set forth above or to such other
address as may from time to time be designated by a party
hereto.
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5.
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In
the event that any term, covenant, condition, or other provision contained
herein is held to be invalid, void or otherwise unenforceable by any court
of competent jurisdiction, the invalidity of any such term, covenant,
condition, provision or agreement shall in no way affect any other term,
covenant, condition or provision or agreement contained herein, which
shall remain in full force and
effect.
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6.
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This
Agreement contains all of the terms agreed upon by the parties with taped
to the subject matter hereof. This Agreement has been catered into after
full investigation.
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7.
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8.
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▇▇▇▇▇▇▇▇▇
shall retain the name prevention
insurance.
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9.
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Should
the Quick pay spin off to ▇▇▇▇▇▇▇▇▇ exceed October 31, 2008 a penalty fee
of $10,000 will be paid to
▇▇▇▇▇▇▇▇▇
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10.
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No
amendments or additions to this Agreement shall be binding unless in
writing, signed by both parties, except as herein otherwise
provided.
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Please
sign below to acknowledge the acceptance of the terms of this
Agreement.
Very
truly yours,
PARAGON
CAPITAL LP
By: /s/ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇
Managing
Member of Paragon Capital Advisors LLC,
General
Partner of Paragon Capital LP
ACCEPTED
AND AGREED TO BY:
By: /s/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
ACCEPTED
AND AGREED TO BY:
By: /s/ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
President