EXHIBIT 10.6
AGREEMENT FOR THE EXCHANGE OF STOCK
AGREEMENT made this 21st day of November, 1998, by and between National
Boston Medical, Inc., a Nevada corporation, (hereinafter referred to as the
"ISSUER") and Flex Marketing, Inc., an Ohio corporation ("FLEX"), and the
individuals listed in Exhibit A attached hereto, (the "SHAREHOLDERS"), which
SHAREHOLDERS own all of the issued and outstanding shares of FLEX.
In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. EXCHANGE OF SECURITIES. Subject to the terms and conditions of this
Agreement, the ISSUER agrees to issued to SHAREHOLDERS, 400,000 shares of Rule
144, RESTRICTED common stock of ISSUER, $0.001 par value, in exchange for 100%
of the issued and outstanding shares of FLEX, such that FLEX shall become a
wholly owned subsidiary of the ISSUER. The shares to be issued to FLEX will not
be Registered, but will be issued pursuant to an exemption from Registration.
2. ADDITIONAL OBLIGATIONS. Exhibits B and E contain additional obligations
of the parties which are incorporated herein and made a part hereof.
3. REPRESENTATIONS AND WARRANTIES. ISSUER represents and warrants to
SHAREHOLDERS and FLEX the following:
i. Organization. ISSUER is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada, and has all
necessary corporate powers to own properties and carry on a business, and
is duly qualified to do business and is in good standing in Nevada. All
actions taken by the ISSUER have been valid and in accordance with the laws
of the State of Nevada.
ii. Capital The authorized capital stock of ISSUER consists of
50,000,000 shares of common stock, $0.001 part value, 24,126,051 shares of
which were issued and outstanding November 17, 1998, and 20,000,000 share
of preferred stock, none of which are issued and outstanding.
iii. Ability to Carry Out Obligations. ISSUER has the right, power,
and authority to enter into and perform its obligations under this
Agreement. The execution and delivery of this Agreement by ISSUER and the
performance by ISSUER of its obligations hereunder will not cause,
constitute, or conflict with or result in (a) any breach or violation or
any of the provisions of or constitute a default under any license,
indenture, mortgage, charter, instrument, articles of incorporation, bylaw,
or other agreement or instrument to which ISSUER or its shareholders are a
party, or by which they may be bound, nor will any consents or
authorizations of any party other than those hereto be required, (b) an
event that would cause ISSUER to be liable to any party, or (c) an event
that would result in the creation or imposition or any lien, charge or
encumbrance on any asset of ISSUER or upon the securities of ISSUER to be
acquired by SHAREHOLDERS.
iv. Full Disclosure. None of the representations and warranties made
by the ISSUER, or in any certificate or memorandum furnished or to be
furnished by the ISSUER, contains or will contain any untrue statement of a
material fact, or omit any material fact the omission of which would be
misleading.
v. Compliance with Laws. ISSUER has complied with, and is not in
violation of any federal, state, or local statute, law, and/or regulation
pertaining to ISSUER. ISSUER has complied with all federal and state
securities laws in connection with the issuance, sale and distribution of
its securities.
vi. Conduct of Business. Prior to the closing, ISSUER shall conduct
its business in the normal course.
vii. Corporate Documents. Copies of each of the following documents,
which are true, complete and correct in all material respects, will be
attached to and made a part of this Agreement:
1. Articles of Incorporation;
2. Bylaws;
3. List of Officers and Directors;
viii. Documents. All minutes, consents or other documents pertaining
to ISSUER to be delivered at closing shall be valid and in accordance with
both the laws of Nevada and of Florida.
ix. Title. The Shares to be issued to SHAREHOLDERS will be, at
closing, free and clear of all liens, security interests, pledges, charges,
claims and encumbrances of any kind. They will, however, be RESTRICTED
SECURITIES, as that term is defined by the Securities Act of 1933. The
Shares to be issued to SHAREHOLDERS will not be Registered, but will be
issued pursuant to an exemption from Registration. They will be subject to
certain resale restrictions imposed by Rule 144, or other applicable
provisions of state and/or Fed3eral law. However, none of such Shares are
or will be subject to any voting trust or agreement. No person holds or has
the right to receive any proxy or similar instrument with respect to such
shares, except as provided in this Agreement. The ISSUER is not a party to
any agreement which offers or grants to any person the right to purchase or
acquire any of the securities to be issued to SHAREHOLDERS. There is no
applicable local, state or federal law, rule, regulation, or decree which
would, as a result of the issuance of the Shares to SHAREHOLDERS, impair,
restrict or delay SHAREHOLDERS' voting rights with respect to the Shares.
The Availability of Federal and state exemptions and the legality of the
issuance of the Shares are conditioned upon, among other things, the fact that
the issuance of Shares to SHAREHOLDERS is for investment purposes only and not
with a view toward resale or distribution. Accordingly, SHAREHOLDERS represent
and do hereby represent that they are taking the Shares for their own account
and for the purpose of investment only, not with a view to, or in accordance
with, the distribution or sale of the Shares and that they will not sell,
pledge, assign or transfer or offer to sell, pledge, assign or transfer any of
their Shares without an effective registration statement under the Securities
Act, or an exemption therefrom and an opinion of counsel acceptable to the
Company that registration under the Securities Act is not required and that the
transaction complies with all applicable Federal and state securities or Blue
Sky laws.
3. SHAREHOLDERS and FLEX represent and warrant to ISSUER the following:
i. Organization. FLEX is a corporation duly organized, validly
existing, and in good standing under the laws of Ohio, and has all
necessary corporate powers to own properties and carry on a business, and
is duly qualified to do business and is in good standing in Ohio. All
actions taken by the incorporators, directors and shareholders of FLEX have
been valid and in accordance with the laws of the State of Ohio.
ii. Capital. The authorized capital stock of FLEX consists of shares
of common stock, $ par value, of which 100 shares are issued and
outstanding. All outstanding shares are fully paid and nonassessable, free
of liens, encumbrances, options, restrictions and legal or equitable rights
of others not a party to this Agreement. At closing, there will be no
outstanding subscriptions, options, rights, warrants, convertible
securities, or other agreements or commitments obligating FLEX to issue or
to transfer from treasury and additional shares of its capital stock except
as set forth herein. None of the outstanding shares of FLEX are subject to
any stock restriction agreements. All of the shareholders of FLEX have
valid title to such shares and acquired their shares in a lawful
transaction and in accordance with the laws of the State of Ohio.
iii. Liabilities. FLEX is not aware of any pending, threatened or
asserted claims, lawsuits or contingencies involving FLEX or its common
stock. There is no dispute of any kind between FLEX and any third party,
and no such dispute will exist at the closing of this Agreement.
iv. Ability to Carry Out Obligations. FLEX has the right, power, and
authority to enter into and perform its obligations under this Agreement.
The execution and delivery of this Agreement by FLEX and the performance by
FLEX of its obligations hereunder will not cause, constitute, or conflict
with or result in (a) any breach or violation or any of the provisions of
or constitute a default under any license, indenture, mortgage, charter,
instrument, articles of incorporation, bylaw, or other agreement or
instrument to which FLEX or its shareholders are a party, or by which they
may be bound, no will any consents or authorizations of any party other
than those hereto be required, (b) an event that would cause FLEX to be
liable to any party, or (c) an event that would result in the creation or
imposition or any lien, charge or encumbrance on any asset of FLEX or upon
the securities of FLEX to be acquired by ISSUER.
v. Full Disclosure. None of the representations and warranties made by
FLEX, or in any certificate or memorandum furnished or to be furnished by
FLEX, contains or will contain any untrue statement of a material fact, or
omit any material fact the omission of which would be misleading.
vi. Compliance with Laws. FLEX has complied with, and is not in
violation of any federal, state, or local statute, law, and/or regulation
pertaining to FLEX. FLEX has complied with all federal and state securities
laws in connection with the issuance, sale and distribution of its
securities.
vii. Corporate Documents. Copies of each of the following documents,
which are true complete and correct in all material respects, will be
attached to and made a part of this Agreement:
1. Articles of Incorporation;
2. Bylaws;
3. List of Officers and Directors;
4. State of Liabilities of FLEX (Exhibit "C"); and
5. Statement of Assets of FLEX (Exhibit "D").
6. Obligations to ▇▇▇▇▇ (Exhibit "E")
viii. Documents. All minutes, consents or other documents pertaining
to FLEX to be delivered at closing shall be valid and in accordance with
the laws of Ohio.
4. CLOSING. The closing of this transaction shall take place at the law
offices of Mintmire & Associates @ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇.
5. EXPENSE PROVISION. ISSUER and FLEX agree to and shall reimburse the
other for any and all expenses, debts, claims or similar charges not disclosed
to the other herein and further agree that such items, if any, may be offset by
either party against any amounts owed or due the other.
6. REMEDIES.
i. Arbitration. Any controversy or claim arising out of, or relating
to, this Agreement, or the making, performance, or interpretation thereof,
shall be settled by arbitration in Palm Beach County, Florida in accordance
with the Rules of the American Arbitration Association under its Commercial
Arbitration Rules then existing, and judgment on the arbitration award may
be entered in any court having jurisdiction over the subject mater of the
controversy.
7. MISCELLANEOUS.
i. Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall
in now way be deemed to define, limit, or add to the meaning of any
provision of this Agreement.
ii. No Oral change. This Agreement and any provision herein, may not
be waived, changed, modified, or discharged orally, but only by a written
agreement signed by both parties to this Agreement.
iii. No Waiver. Except as otherwise provided herein, no waiver of any
covenant, condition, or provision of this Agreement shall be deemed to have
been made unless expressly in writing and signed by the party against whom
such waiver is charged; and (a) the failure of any party to insist in any
one or more cases upon the performance of any of the provisions, covenants,
or conditions of this Agreement or to exercise any option herein contained
shall not be construed as a waiver or relinquishment for the future of any
such provisions, covenants, or conditions, (b) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision
hereof shall not be deemed a waiver of such breach or failure, and (c) no
waiver by any party of one breach by another party shall be construed as a
waiver with respect to any other or subsequent breach.
iv. Ability to Ask Questions. SHAREHOLDERS have been given a full
opportunity to ask questions of and to receive answers from the ISSUER
concerning the terms and conditions of this Agreement and the business of
the ISSUER, and to obtain additional information necessary to verify the
accuracy of the information given him/her or to obtain such other
information as is desired in order to evaluate the ISSUER and this
transaction. All such questions have been answered to the full satisfaction
of the SHAREHOLDER.
v. Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
vi. Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings.
vii. Counterparts. This Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
viii. Notices. All notices, requests, demands, and other
communications under this Agreement shall be in writing and shall be deemed
to have been duly given on the date of service if served personally on the
party to whom notice is to be given, or on the third day after mailing if
mailed to the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid, and properly addressed, and by
fax, as follows:
ISSUER: National Boston Medical, Inc.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Mintmire & Associates
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FLEX: Flex Marketing, Inc.
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ix . Agreement to Carry Out Purpose. The parties agree to execute any
and all additional documents reasonably required to effect and carry out
the terms of this Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Agreement this 21st
day of November, 1998.
ISSUER FLEX
National Boston Medical, Inc. Flex Marketing, Inc.
a Nevada Corporation an Ohio corporation
By: By:/s/ ▇▇▇▇▇ ▇▇▇▇▇
Its:_____________________ Its: C.E.O.
SHAREHOLDERS
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
EXHIBIT A
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ADDITIONAL OBLIGATIONS - EXHIBIT "B"
1. FLEX shall secure a full settlement with ▇▇▇▇▇ ▇. ▇▇▇▇▇, whereby ▇▇▇▇▇ ▇.
▇▇▇▇▇ agrees to settle and dismiss that certain lawsuit filed by ▇▇▇▇▇ and
others against FLEX and others (Case NO. ▇▇- ▇▇-▇▇▇, in the Court of Common
Pleas for the County of Columbia, Ohio) for a total settlement amount of
$275,000.00 plus interest thereon at the rate of Percent ( %) per annum; such
sum shall be payable by FLEX in equal monthly installments in the amount of
$__________. As soon as practicable, common stock of ISSUER (subject to
registration rights) shall be registered and issued to ▇▇▇▇▇ in an amount equal
to the value of the balance of the outstanding indebtedness at the time of
delivery of the registered common stock to ▇▇▇▇▇ ▇. ▇▇▇▇▇ in full satisfaction
of such indebtedness. Pending registration of the Common stock, FLEX and ISSUER
agree to and shall be jointly obligated to make the monthly installment payments
on said indebtedness. In return for the foregoing consideration, ▇▇▇▇▇ ▇. ▇▇▇▇▇
agrees to transfer, sell and assign to FLEX, ISSUER, or their designees, all
right, title and interest in and to Patent No. 5,352,188 (the "Patent") along
with the first option to purchase or license any and all patent of ▇▇▇▇▇ ▇.
▇▇▇▇▇ relating to the Backstroke, whether said products or patents are now in
existence or are developed in the future by ▇▇▇▇▇ ▇. ▇▇▇▇▇, subject to certain
specified royalty payments otherwise required herein.
2. FLEX has an indebtedness in the amount of $100,000,00 plus Interest thereon
to ▇▇▇▇▇ ▇▇▇▇▇. FLEX shall undertake to repay such indebtedness in monthly or
other installment amounts agreeable to ▇▇▇▇▇ ▇▇▇▇▇. As soon as practicable,
common stock of ISSUER (subject to registration rights) shall be registered and
issued to ▇▇▇▇▇ in an amount equal to the value of the balance of the
outstanding indebtedness at the time of delivery of the registered common stock
to ▇▇▇▇▇ ▇▇▇▇▇, in full satisfaction of such indebtedness. Pending registration
of the common stock, FLEX shall be obligated to make the monthly or other
installments on said indebtedness.
3. FLEX or ▇▇▇▇▇ ▇▇▇▇▇ has an indebtedness in the approximate amount of
$150,000.00 plus interest thereon to The Cortland Bank. FLEX shall undertake to
repay such indebtedness in monthly or other installment amounts agreeable to The
Cortland Bank. As soon as practicable, common stock of ISSUER (subject to
registration rights) shall be registered and issued to The Cortland Bank in an
amount equal to the value of the balance of the outstanding indebtedness at the
time of delivery of the registered common stock to The Cortland Bank, in cull
satisfaction of such indebtedness. Pending registration of the common stock.
FLEX shall be obligated to make the monthly or other installments on said
indebtedness. National Boston medical, Inc. agrees to guarantee such
indebtedness, should such guarantee be necessary to cause The Cortland Bank to
release ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ from their personal guarantees of the
FLEX indebtedness to said bank and should the terms of such guarantee be
acceptable to National Boston Medical.
4. The 400,000 shares of common stock referenced in paragraph I of the Agreement
for the Exchange of Stock shall be distributed in equal amounts to ▇▇▇▇▇ ▇▇▇▇▇
and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
5. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall enter into an employment agreement with ISSUER,
satisfactory to both ISSUER and ▇▇▇▇▇▇▇, providing for employment with FLEX in
exchange for 100,000 shares of common stock of ISSUER, the exact terms and
conditions of said employment agreement and delivery of common stock to be
specified in the employment agreement.
6. FLEX shall pay royalties on the Patent in the total amount of five percent
(5%) of the gross sales of the product covered by the Patent (the "Royalty")
said payments to be made in the following amounts: (a) two percent (2%) of ▇▇▇▇▇
(as evidenced by Exhibit D); (b) one and one half percent (1- 1/2%) to Hayek;
and (c) one and one half percent (1-1/2%) to ▇▇▇▇▇▇▇, representing the total
amount of five percent (5%). Should FLEX fail to pay the Royalty as set forth
herein, written notification of failure to pay the Royalty, FLEX fails to pay
the Royalty, the Patent shall revert back to ▇▇▇▇▇, Hayek and ▇▇▇▇▇▇▇.
7. ▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇▇ each agree to transfer, sell and assign to FLEX,
ISSUER, or its designee, all the right, title and interest in and to the Patent,
and agree to execute any and all documents requested by FLEX to secure any and
all claims to ownership of the Patent at any time in the future FLEX may
request.
8. ISSUER agrees pay $10,000 in cash and to issue a total of 20,000 shares of
the unrestricted common stock of ISSUER to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ (a legal partnership)
to compensate said ▇▇▇▇▇▇ & ▇▇▇▇▇▇ for legal fees and expenses incurred on
behalf of FLEX.
ISSUER: SHAREHOLDERS
National Boston Medical, Inc.,
a Nevada corporation /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By:
Its: /s/ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
FLEX
Flex Marketing, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Its: CEO
EXHIBIT C
11/21/98
Flex Marketing, Inc.
Unpaid Bills by Vendor
As of November 21, 1998
Type Date Num Due Date Aging Open
Balance
▇▇▇▇▇▇ & ▇▇▇▇▇▇ Attorneys at Law
▇▇▇▇ 8/28/98 9/27/98 56 9,843.75
▇▇▇▇ 10/30/98 11/29/98 177.75
▇▇▇▇ 10/30/98 11/29/98 3,937.50
Total ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Attorneys At Law 13,959.00
Alltell
▇▇▇▇ 10/30/98 11/29/98 451.33
Total Alltell 451.33
Ameritect
▇▇▇▇ 10/16/98 11/15/98 6 131.07
Total Ameritect 131.07
Anthem Blue Cross & Blue Shield
▇▇▇▇ 11/1/98 12/1/98 713.96
Total Anthem Blue Cross & Blue Shield
ASW Logistics, Inc.
▇▇▇▇ 10/31/98 11/30/98 330.00
▇▇▇▇ 11/1/98 933a 12/1/98 342.00
▇▇▇▇ 11/13/98 426a 12/13/98 65.00
Total ASW Logistics, Inc. 737.00
Barryan Productions
▇▇▇▇ 10/30/98 11/29/98 14,982.00
Total Barryan Productions 14,982.00
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ 10/20/98 11/19/98 2 750.00
Total ▇▇▇▇▇ ▇▇▇▇▇▇ 750.00
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ 11/1/98 12/1/98 79.10
Total ▇▇▇▇▇▇▇ ▇▇▇▇ 79.10
Eastern Tool and Machine, Inc.
▇▇▇▇ 11/12/97 12/12/97 344 10,250.00
Total Eastern Tool and Machine, Inc. 10,250.00
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ 6/6/97 7/6/97 503 2,444.41
▇▇▇▇ 4/25/98 5/25/98 180 4,214.30
Total ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 6,658.71
Estate Mold & Machine Co.
▇▇▇▇ 1/23/98 2/22/98 272 4,466.60
▇▇▇▇ 4/13/98 016687 5/13/98 192 1,481.25
▇▇▇▇ 6/29/98 017180 7/29/98 115 65.86
▇▇▇▇ 8/26/98 0175504 9/25/98 57 12,066.62
Total Estate Mold & Machine Co.
Fit TV
▇▇▇▇ 5/1/98 5/31/98 174 4,441.08
▇▇▇▇ 6/1/98 7/1/98 143 1,589.55
▇▇▇▇ 6/1/98 7/1/98 143 79.94
▇▇▇▇ 7/1/98 7/31/98 113 757.17
▇▇▇▇ 7/1/98 7/31/98 113 71.54
Total Fit TV 5,939.28
Gold Fox Internet Services
▇▇▇▇ 10/9/98 11/6/98 13 365.00
Total Gold Fox Internet Services 365.00
EXHIBIT C
11/21/98
Flex Marketing, Inc.
Unpaid Bills by Vendor
As of November 21, 1998
Type Date Num Due Date Aging Open
Balance
Let's Live
▇▇▇▇ 10/19/97 11/18/97 368 9,265.00
▇▇▇▇ 11/21/97 12/21/97 335 9,265.00
Total Let's Live 18,530.00
▇▇▇▇▇▇▇ ▇. Cemi
▇▇▇▇ 6/27/98 7/27/98 117 895.00
Total ▇▇▇▇▇▇▇ ▇. Cemi 895.00
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ 11/1/98 11/11/98 740 872.06
▇▇▇▇ 6/1/98 7/1/98 1,376.29
Total ▇▇▇▇▇ ▇. ▇▇▇▇▇ 2,248.35
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ 3/6/98 4/5/98 230 3,275.00
Total ▇▇▇▇▇▇ ▇▇▇▇▇ 3,275.00
Ski Limited
▇▇▇▇ 12/8/97 1/7/98 318 225.00
Total Ski Limited 225.00
THG Construction Management
▇▇▇▇ 8/30/97 8/30/97 448 1,377.76
▇▇▇▇ 1/1/98 1/31/98 294 750.00
▇▇▇▇ 2/1/98 3/3/98 263 750.00
▇▇▇▇ 3/1/98 3/31/98 235 750.00
▇▇▇▇ 4/1/98 5/1/98 204 750.00
▇▇▇▇ 5/1/98 5/31/98 174 750.00
▇▇▇▇ 5/19/98 6/18/98 156 2,337.17
▇▇▇▇ 5/25/98 6/24/98 150 155.77
▇▇▇▇ 6/1/98 7/1/98 143 750.00
▇▇▇▇ 7/1/98 7/31/98 113 750.00
▇▇▇▇ 8/1/98 8/31/98 82 750.00
▇▇▇▇ 9/1/98 10/1/98 51 750.00
▇▇▇▇ 10/1/98 10/31/98 21 750.00
▇▇▇▇ 10/1/98 10/31/98 21 222.86
▇▇▇▇ 11/1/98 12/1/98 750.00
Total THG Construction Management 12,343.56
United Parcel Service
▇▇▇▇ 10/24/98 438 11/23/98 25.85
▇▇▇▇ 10/24/98 438 11/23/98 117.95
▇▇▇▇ 10/31/98 448 11/30/98 12.00
▇▇▇▇ 11/7/98 458 12/7/98 17.87
▇▇▇▇ 11/14/98 468 12/14/98 12.00
Total United Parcel Service 185.47
Total 111,519.16
ADDITIONAL OBLIGATIONS TO ▇▇▇▇▇ - EXHIBIT "E"
1. ▇▇▇▇▇ ▇. ▇▇▇▇▇ agrees to settle and dismiss that certain lawsuit filed by
▇▇▇▇▇ and others against FLEX and other (case No. 98-CV-349, int eh Court of
Common Pleas for the County of Columbia, Ohio) for a total settlement amount of
$275,000.00 plus interest thereon at the rate of _______ percent (___%) per
annum; such sum shall be payable by FLEX in equal monthly installments in the
amount of $__________. As soon as practicable, common stock of ISSUER (subject
to registration rights) shall be registered and issued to ▇▇▇▇▇ in an amount
equal to the value of the balance of the outstanding indebtedness at the time of
delivery of the registered common stock to ▇▇▇▇▇ ▇. ▇▇▇▇▇ in full satisfaction
of such indebtedness. Pending registration of the Common stock, FLEX and ISSUER
agree to and shall be jointly obligated to make the monthly installment payments
on said indebtedness. In return for the foregoing consideration, ▇▇▇▇▇ ▇. ▇▇▇▇▇
agrees to transfer, sell and assign to FLEX, ISSUER, or their designees, all
rights, title and interest in and to Patent No. 5,352,118 (the "Patent") along
with the first option to purchase or license any and all patents of ▇▇▇▇▇ ▇.
▇▇▇▇▇ relating to the Backstroke, whether said products or patents are now in
existence or are developed in the future by ▇▇▇▇▇ ▇. ▇▇▇▇▇, subject to certain
specified royalty payments otherwise required herein.
2. ▇▇▇▇▇ agrees to transfer, sell and assign to FLEX, ISSUER, or its designee,
all the right, title and interest in and to the Patent, and further agrees to
execute any and all documents requested by FLEX or ISSUER to secure any and all
claims to ownership of the Patent at any time in the future FLEX or ISSUER may
so request.
3. FLEX shall pay royalties on the Patent in the total amount of two percent
(2%) to ▇▇▇▇▇ (the "Royalty"). If after 30 days of receipt of written
notification of failure to pay the Royalty. FLEX fails to pay the Royalty, all
right, title and interest in and to the Patent shall revert back to ▇▇▇▇▇, ▇▇▇▇▇
and ▇▇▇▇▇▇▇, as their interests may then be.
▇▇▇▇▇ FLEX
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By:/s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------- ------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ Flex Marketing, Inc.
Its: CEO
D.V. BACK PRODUCTS, LTD.
