DEBT TO EQUITY CONVERSION AGREEMENT
Agreement made on this 23rd Day of June 2005, by and between New Medium
Enterprises, Inc. (Company) having a principal office located at: 000 Xxx Xxxx,
Xxxxxx X0 0XX, Tel: 000 00 000 000 0000, Fax: 000 00 000 000-0000
And
May Ltd., (May) having principal office located at:
Whereas the Company owes May the sum of $87,000 arising pursuant to an agreement
entered into by and between the Company and MultiDisk Ltd dated January 13, 2004
related to the provision below:
" NMEN agrees to an additional $87,000 fee to be paid only after New Medium
Enterprises, Inc. has raised and received additional cumulative funds of more
than $500,000.00 net, and only provided that (i) such funds are available for
use by NMEN directly or through a subsidiary over which NMEN has the authority
to direct payment; and (ii) such action(s) would not be in contravention of any
existing agreements between NMEN and said subsidiary. In the event that a
subsidiary raises said funds, NMEN will use its best efforts to cause the
abovementioned fee to be paid.
Whereas the debt has become due and payable on August 6, 2004 when the Company
raised $1,000,000 from a private investor.
NOW THEREFORE the parties hereby agree to convert the debt into equity of New
Medium Enterprises, Inc. Common Shares at a conversion price of $0.05 Cents Per
Share.
New Medium Enterprises, Inc. will issue the sum of 1,740,000 Common shares Par
Value .0001 Cents per share to May Ltd. in full payment of the outstanding debt.
Upon receipt of the 1,740,000 duly authorized and validly issued, fully paid,
and nonassessable shares, May Ltd. on behalf of the company and its
shareholders, officers and directors hereby agrees to accept these shares in
full payment of the outstanding debt release and forever discharge the Company
and its Affiliates, and each and every one of their respective present and
former shareholders, directors, officers, employees and agents, and each of
their respective successors and assigns, from and against any and all claims,
demands, actions, causes of action, damages, costs and expenses, including
without limitation which May Ltd. may now has, or may have by reason of any
thing occurring, done or omitted to be done to the date of this Agreement.
Governing Law. This Agreement shall be deemed to have been made in the State of
York and shall be construed, and the rights and liabilities determined, in
accordance with the law of the State of New York without regard to the conflicts
of laws rules of such jurisdiction.
If any provision herein is or should become inconsistent with any present or
future law, rule or regulation of any sovereign government or regulatory body
having jurisdiction over the subject matter of this Agreement, such provision
shall be deemed to be rescinded or modified in accordance with such law, rule or
regulation. In all other respects, this Agreement shall continue to remain in
full force and effect.
Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, and will become effective and binding upon
the parties at such time as all of the signatories hereto have signed a
counterpart of this Agreement. All counterparts so executed shall constitute one
Agreement binding on all of the parties hereto, notwithstanding that all of the
parties are not signatory to the same counterpart. Each of the parties hereto
shall sign a sufficient number of counterparts so that each party will receive a
fully executed original of this Agreement.
Entire Agreement. This Agreement and all other agreements and documents
referred herein constitutes the entire agreement between the Company and May No
other agreements, covenants, representations or warranties, express or implied,
oral or written, have been made by any party hereto to any other party
concerning the subject matter hereof. All prior and contemporaneous
conversations, negotiations, possible and alleged agreements, representations,
covenants and warranties concerning the subject matter hereof are merged herein.
This is an integrated Agreement.
The parties hereby agree to the aforementioned terms:
Company
NEW MEDIUM ENTERPRISES, INC. MAY LTD.
__________________________ ____________________
Authorized Signatory Authorized Signatory
Dated: June 23, 2005 Dated: June 23, 2005
Additionally, the same agreement format was executed for the conversion of
$87,000 Debt owed to P.G. Engineering, which was converted into common stock of
New Medium Enterprises, Inc. at the price of $0.05 Cents Per Share.
