DISSOLUTION AGREEMENT
This Dissolution Agreement is by and between Twin Faces East Entertainment
Corporation, (TFAC) a publicly traded Nevada Corporation located at 00 Xxxxxx
Xxxxx Xxxxx, Xxxxxxxxx, XX 00000, Pangaea Education Systems, LLC (LLC), last
known address 0000 Xxxxx Xxxx, Xx, Xxxxxxxxxx, XX 00000, and Dr. Xxxxxxx
Xxxxxx (DR. XXXXXXX), an individual, also located at 0000 Xxxxx Xxxx Xx.
Xxxxxxxxxx, XX 00000. This group may collectively be referred to as "The
Parties".
WHEREAS, TFAC is the sole owner of Pangaea Education Systems, Inc. (PES), a
developer of health care and related distance learning properties of which
DR. XXXXXXX is President, and;
WHEREAS, TFAC bought the assets of LLC and formed PES pursuant to an Asset
Acquisition Agreement dated 24 October 01, and;
WHEREAS, the Asset Acquisition Agreement provides in Section 5 for a return
of assets or spin off of PES back to LLC under certain circumstances, and;
WHEREAS, The Parties desire to escalate the date to exercise the provisions
of Section 5 of the Asset Acquisition Agreement dated 24 October 2001 to spin-
off PES back to the LLC then assignment to DR. XXXXXXX.
NOW THEREFORE IT IS AGREED AS FOLLOWS:
Section 1. Timing of Transaction.
The effective date will be October 28, 2002.
Section 2. Terms of Agreement.
In consideration for cancellation of the TFAC Employment Agreement with
DR. XXXXXXX, TFAC will transfer 100% of the stock of PES to LLC. LLC will
acquire the entire balance sheet, assets and liabilities of PES. All
executor and performance contracts will become the responsibility of LLC.
TFAC's Chief Operating Officer Xxxxxx (XXXXXX), will resign his Directorship
in PES on behalf of TFAC. LLC will assign 100% of rights and title of LLC to
DR. XXXXXXX.
Section 3. Obligations of TFAC.
* Cancellation of 100% of PES stock certificate(s) to TFAC and issuance to
LLC.
* Notification to State of Nevada of change of ownership.
* Notification to vendors and employees of PES of change of ownership.
* Notification to SEC via 8K of change of ownership.
* Resignation of XXXXXX as Director of PES.
* Forgive the approximate $125,000 in inter-company debt from PES.
* Forgive all obligations from PES to TFAC.
Section 4. Obligations of PES.
* Officer and Director signatures of acceptance of Dissolution.
Section 5. Obligations of LLC
* Members return of Preferred Stock Certificates issued by TFAC.
* Assignment of PES to DR. XXXXXXX.
Section 6. Obligations of DR. XXXXXXX
* Cancellation of Employment Agreement with TFAC.
* Assumption all debts and obligations of PES as defined in current
balance sheet.
Section 7. Severability.
The covenants set forth in this Agreement above shall be construed as a
series of separate covenants, one for each county in each of the states of
the United States to which such restriction applies. If, in any judicial
proceeding, a court of competent jurisdiction shall refuse to enforce any of
the separate covenants deemed included in this Agreement, or shall find that
the term or geographical scope of one or more of the separate covenants is
unreasonably broad, the parties shall use their best good faith efforts to
attempt to agree on a valid provision which shall be a reasonable substitute
for the invalid provision. The reasonableness of the substitute provision
shall be considered in light of the purpose of the covenants and the
reasonable prospectable interests of TFAC, PES, LLC, PES, and DR. XXXXXXX.
The substitute provision shall be incorporated into this Agreement. If the
parties are unable to agree on a substitute provision, then the invalid or
unreasonably broad provision shall be deemed deleted or modified to the
minimum extent necessary to permit enforcement.
Section 8. Indemnification.
Each of The Parties hereby agrees to indemnify and hold harmless the
other and its affiliates, directors, officers, employees and other agents and
representatives from and against any and all liability, judgments, claims,
settlements, losses, damages, reasonable fees (including attorneys' and other
experts' fees and disbursements), liens, taxes, penalties, obligations and
expenses incurred or suffering by any such person or entity arising from, by
reason of or in connection with, any misrepresentation or breach of any
representation, warranty or covenant pursuant to this Agreement. Further,
TFAC warrants that is has fully disclosed all obligations, and liabilities
and obligations incurred by PES after the Effective Date of this agreement
are the total obligation of DR. XXXXXXX.
Section 9. Confidentiality.
The Parties agree to keep the terms of this transaction confidential and
to make use of such information only in fulfillment of its duties and to
maintain such information in confidence and to disclose the information only
to persons with a need or right to know.
Section 10. Waiver. The waiver by The Parties of the breach of any
provision of this Agreement by any of The Parties shall not operate or be
construed as a waiver of any subsequent breach by The Parties.
Section 11. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada.
Section 12. Arbitration. If at anytime during the term of this Agreement
any dispute, difference, or disagreement shall arise upon or in respect of
this Agreement, and the meaning and construction thereof, every such dispute,
difference, and disagreement shall be referred to a single arbiter agreed
upon by both parties, or if no single arbiter can be agreed upon, an arbiter
or arbiters shall be selected in accordance with the rules of the American
Arbitration Association (AAA) and such dispute, difference, or disagreement
shall be settled by arbitration in accordance with the then prevailing
commercial rules of the AAA, and judgment upon the award rendered by the
arbiter may be entered in any court having jurisdiction thereof.
Section 13. Attorney Fees. In the event an arbitration, suit or action is
brought by any party under this Agreement to enforce any of its terms, or in
any appeal there from, it is agreed that the prevailing party shall be
entitled to reasonable attorneys fees to be fixed by the arbitrator, trial
court, and/or appellate court.
This Agreement is made and entered this 28th day of October 2002.
TFAC: LLC:
Twin Faces East Entertainment Corporation Pangaea Education Systems, LLC
By:/s/ Xxxxxxx Xxxxxxxxx By:/s/ Xxxxx Xxxxxx
Xxxxxxx Xxxxxxxxx, PhD, CEO Xxxxx X. Xxxxxx, Ph.D.,
CEO, Member
/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx,
Ph.D.,President, Member
/s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Member
PES: DR. XXXXXXX:
Pangaea Education Systems, Inc. Xxxxxxx Xxxxxx. PhD., an
individual
By:/s/ Xxxxxxx Xxxxxx By;/s/ Xxxxxxx Xxxxxx
Xxxxxxx X. Xxxxxx, Secretary Dr. Xxxxxxx Xxxxxx
