EXHIBIT 99.1
AGREEMENT TO VOID, CANCEL AND TERMINATE STOCK EXCHANGE
AGREEMENT DATED MARCH 13, 2000
THIS AGREEMENT made and entered into this 28th day of February, 2001, by
and between SHOE KRAZY, INC. n/k/a DIVERSIFIED PRODUCT INSPECTIONS, INC., a
Florida corporation ("SKI"), and DIVERSIFIED PRODUCT INSPECTIONS, INC. n/k/a
DIVERSIFIED PRODUCT INVESTIGATIONS, INC., a Florida corporation ("DPI").
In consideration of the mutual promises, covenants and conditions contained
herein and other good and valuable consideration, the receipt and sufficiency of
all of which is hereby acknowledged, it is agreed by and between the parties as
follows:
1. DPI and SKI have agreed that there was a failure of consideration on the
part of one (1) or both of the parties to the Stock Exchange Agreement
between SKI and DPI dated March 13, 2000 (the "Agreement"). It is therefore
in the best interest of both parties to void, cancel and terminate the
Agreement and to release any claims DPI has against SKI as well as any
claims that SKI has against DPI in consideration of such release; and
2. DPI does hereby release and discharge SKI from any and all obligations
under the Agreement dated March 13, 2000 in consideration of SKI voiding,
canceling and terminating said agreement effective as of March 13, 2000,
thereby restoring the parties to their original positions and the Agreement
is hereby declared null and void ab initio and is otherwise cancelled and
terminated; and
3. SKI does hereby release and discharge DPI from any and all obligations
under the Agreement in consideration of DPI voiding, canceling and
terminating said agreement effective as of March 13, 2000, thereby
restoring the parties to their original positions and the Agreement is
hereby declared null and void ab initio and is otherwise cancelled and
terminated; and
4. DPI represents that each of the officers and directors of DPI have tendered
and hereby do tender their resignations as officers and directors of SKI
effective as of March 13, 2000; and
5. DPI represents that all shares of SKI issued on or after March 13, 2000
will be returned to SKI immediately upon the execution of this agreement;
and
6. Both parties shall cause the appropriate notice filing to be made with the
Securities and Exchange Commission ("SEC") on Form 8K or such other form as
may be appropriate immediately upon execution of this agreement or within
the time allotted by the SEC for such filings fully disclosing the
foregoing transaction and SKI shall also assume responsibility for all SEC
filings from the date of execution of this agreement forward; and
This Agreement shall be governed by the laws of the State of Florida. Any
dispute arising hereunder shall be settled by a court of competent jurisdiction
located in Palm Beach County, Florida.
The signature of each of the parties hereto constitutes their consent to
all of the foregoing.
SHOE KRAZY, INC. DIVERSIFIED PRODUCT
n/k/a DIVERSIFIED PRODUCT INSPECTIONS, INC.
INSPECTIONS, INC. n/k/a DIVERSIFIED PRODUCT
INVESTIGATIONS, INC.
By: /s/ Xxxxxx Xxxx By: /s/Xxxx Xxx Xxxx
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Xxxxxx Xxxx, President Xxxx Xxx Xxxx, President
