E-11
Exhibit 6
J-Bird Music Group Ltd.
Form 10-KSB
File No. 0-24449
AGREEMENT
TO
DISCHARGE PROMISSORY NOTE
AND
RELEASE COLLATERAL
AGREEMENT entered into this 12th day of November, 1998 by and
between XXXX CORPORATION, a Rhode Island corporation having a
principal place of business located at Allens Avenue, Wakefield,
Rhode Island (Hereinafter Xxxx) and J-BIRD MUSIC GROUP, LTD., a
Pennsylvania corporation having a principal place of business at
000 Xxxxxxx xxxx, Xxxxxx, Xxxxxxxxxxx (Hereinafter J-Bird).
WHEREAS J-Bird assigned all of its right, title and interest in
and to the technology and patents pending in a renal ozone
sterilization system (Hereinafter the assigned rights) by an
assignment which purports to have been executed in February, 1998
(EXHIBIT A and hereinafter the assignment) and;
WHEREAS Xxxx, in return for said assignment, executed a
promissory note dated December 10, 1997 (EXHIBIT B and
hereinafter the note) in the amount of five hundred thousand
dollars ($500,000) and;
WHEREAS Xxxx secured the note by pledging the assigned rights as
collateral by executing a pledge agreement dated December 10,
1997 (EXHIBIT C and hereinafter the pledge) and;
WHEREAS J-Bird is desirous of obtaining more shares of its own
stock and;
WHEREAS the parties are now desirous of solidifying and
reaffirming the transactions contemplated by Exhibits A, B and C
and this agreement;
NOW THEREFORE, in consideration of the mutual premises and
promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. REAFFIRMATION OF PREVIOUS DOCUMENTS
The parties agree that EXHIBITS A, B, and C are hereby
reaffirmed. The date of the assignment is hereby amended to read
December 10, 1997 and any other assignments relating to the same
transaction which may have been executed by the parties is hereby
declared null and void.
2. SATISFACTION OF THE NOTE
Xxxx shall transfer to J-Bird on hundred twenty-five thousand
(125,000) shares of J-Bird common stock full performance,
satisfaction and payment of all of its obligations under the
note.
3. DISCHARGE OF THE NOTE AND RELEASE OF PLEDGED COLLATERAL
J-Bird shall completely discharge and cancel the note and release
the assigned rights pledged as collateral to secure the note. J-
Bird shall return the originals of those documents with the
appropriate acknowledgments of full satisfaction, payment and
release contemporaneously with the execution of this agreement.
4. REPRESENATIONS OF J-BIRD
A. J-Bird represents and warrants that it has not encumbered
the assigned rights either prior to the assignment or subsequent
to the pledge as collateral to secure the note.
B. J-Bird represents and warrants that it is duly authorized by
all necessary corporate action relating to the execution of this
agreement and the consummation of the transaction contemplated
hereby as well as those transactions contemplated by EXHIBITS A,
B and C. This agreement as well as EXHIBITS A, B and C have been
duly executed and delivered and constitutes the legal, valid and
binding obligations of J-Bird.
C. J-Bird remises, releases and forever quitclaims unto Xxxx,
its heirs, assigns, executors and administrators, any and all
manner of actions, causes of actions, debts, dues, claims and
demand arising out of its ownership of the assigned rights and
the transactions contemplated hereby and agrees to defend any
claims that may be raised that may be raised against Xxxx by
anyone arising out of the time that J-Bird owned said assigned
rights or held them as collateral to secure the note.
5. REPRESENTATIONS OF XXXX
Xxxx has been duly authorized by all necessary corporate actions
relating to the execution, delivery and performance of this
agreement and the consummation of the transactions contemplated
hereby. This agreement has been duly executed and delivered and
constitutes the legal, valid and binding obligations of Xxxx.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals this day, month and year above written.
XXXX CORPORATION
BY: /s/
J-BIRD MUSIC GROUP, LTD
BY: /s/
