EXHIBIT 10.8
CANCELLATION OF DEBT IN EXCHANGE FOR SECURITIES
This Cancellation of Debt in Exchange for Securities Agreement (the
"Agreement") is entered as of July 23, 2004 by and between XXXXX XXXXXXXXXX
("Lender" or "Holder") and PEAK ENTERTAINMENT HOLDINGS, INC., a Nevada
corporation (hereinafter referred to as "Corporation").
Whereas, Lender has previously loaned to the Corporation the aggregate
sum of $194,000 in or about 4/25/04 (the "Debt") without any payment terms;
Whereas, the Holder seeks repayment of the Debt and will cancel
repayment of the Debt in exchange for securities of the Corporation, and the
Corporation is willing to issue unregistered securities in exchange for
Cancellation of the Debt;
NOW, THEREFORE, in consideration of the mutual conditions and covenants
contained in this Agreement, and for other good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, it is hereby
stipulated, consented to and agreed by and among the parties as follows:
1. The Corporation hereby issues to the Holder 388,000 shares of the
Corporation's unregistered common stock. In consideration and exchange therefor,
the Debt and all rights associated with the Debt, including any claim for
interest, held by the Holder is hereby cancelled.
2. This Agreement contains the entire agreement and understanding
concerning the subject matter hereof between the parties and supersedes and
replaces all prior negotiations, proposed agreement(s), and agreement(s),
written or oral, and all such development, consulting, employment or financing
related agreement(s) or understanding(s) between the parties are null and void,
except to the extent of the terms of financial compensation pursuant to any
then-contemplated consulting or employment arrangement between the parties,
which the parties agree to use its commercial efforts to set forth in writing.
Should any provision of this Agreement be declared or be determined by any court
or tribunal to be illegal or invalid, the validity of the remaining parts, terms
or provisions shall not be affected thereby and said illegal or invalid part,
term or provision shall be severed and deemed not to be part of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York, without regard to principles of conflicts of laws. Any
action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state or federal
courts located in New York County in the State of New York. All parties and the
individuals executing this Agreement and other agreements agree to submit to the
jurisdiction of such courts and waive trial by jury. The prevailing party shall
be entitled to recover from the other party its reasonable attorney's fees and
costs. This Agreement may be executed in counterparts, each of which, when all
parties have executed at least one such counterpart, shall be deemed an
original, with the same force and effect as if all signatures were appended to
one instrument, but all of which together shall constitute one and the same
Agreement.
LENDER / HOLDER: CORPORATION:
/s/ Xxxxx Xxxxxxxxxx PEAK ENTERTAINMENT HOLDINGS, INC.
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XXXXX XXXXXXXXXX
By: /s/ Wilf Shorrocks
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Address: 000 Xxxx Xxxxxx, 0xx Xxxxx Name: Wilf Shorrocks
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Xxxx Xxx, XX 00000 Title: President
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