Heads of Agreement
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Dated March 21, 2007
By and Between:
Maximum Awards Inc. (MAXW or the Company)
And
▇▇▇▇▇▇▇▇▇ Group Limited (WGL)
And
▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇)
And
▇▇▇▇ ▇▇▇▇▇▇▇▇(▇▇▇▇▇▇▇▇)
Whereas MXAW is a Nevada Corporation publicly traded on the OTCBB under the
symbol MXAW and is involved in the development of loyalty programs and the
travel industry, and
Whereas WGL is an investment company which has invested approximately US$410,150
in MXAW, such investment loaned to MXAW under a note which was due and payable
on 31 January 2007, and
Whereas ▇▇▇▇▇▇ is a director and controlling shareholder of MXAW, and
Whereas ▇▇▇▇▇▇▇▇ is a director and substantial shareholder of MXAW
The above parties have agreed to undertake the following:
1. ▇▇▇▇▇▇▇▇▇ agrees to convert its note held in MXAW amounting of
approximately US$410,150 into common shares of MXAW, such conversion to occur at
$0.10 per share ($1.50 after the reverse split announced October 2006).
2. Simultaneously with 1 above, ▇▇▇▇▇▇ agrees to return all outstanding
preferred shares (which represent 100% of the outstanding MXAW preferred shares)
to MXAW treasury without compensation.
3. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ , being the only directors of MXAW agree to
undertake all steps to complete the 15:1 reverse split previously agreed to on
October 21, 2006 and to take all steps to file the reverse split with the SEC
and the NASD in a timely manner.
4. Both ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ agree to appoint a director nominated by WGL to
the board of MXAW on signature of this agreement.
5. ▇▇▇▇▇▇▇▇ agrees to resign as a director of MXAW after the appointment of
the WGL nominee to the board of MXAW.
6. MXAW and WGL agree to file all required documentation under this
agreement with the SEC.
7. The issued outstanding share capital of MXAW after completion of this
agreement will be 36,978,400 (2,465,227 after the 15:1 roll back announced
October 2006).
8. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ agree to complete the audit of the Australian
subsidiaries for the year end December 31, 2006. Audit fees and any other
related costs in this regard to be paid by MXAW.
9. MXAW agree to effect a change in the stock transfer agent from Nevada
Agency and Trust to a transfer agent designated by WGL.
10. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and WGL agree to issue common shares from MXAW
treasury at market price to any party who provides cash to settle any of the
debts listed on Schedule A or settle any other expenditure of the Company. Such
stock issue to be issued under a stock subscription agreement at market price,
less a discount of 25%. Stock to be issued under Rule 144.
11. This agreement terminates all previous agreements between any of the
parties.
Above terms and conditions are agreed between the parties.
Maximum Awards Inc.
By: Witness
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▇▇▇▇▇▇▇▇▇ Group Limited
By: Witness
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Witness
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▇▇▇ ▇▇▇▇▇▇
Witness
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▇▇▇▇ ▇▇▇▇▇▇▇▇
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