THIS DEBT SETTLEMENT AGREEMENT made the 2nd day of September, 2002.
B E T W E E N:
HIV-VAC INC., a company incorporated under the laws of the State of Nevada (the
"Company")
OF THE FIRST PART
-AND-
XXXXX XXXXXXXX, and individual resident in the City of Toronto in the Province
of Ontario (the "Creditor")
OF THE SECOND PART
WHEREAS the Company is engaged in the business of developing a vaccine to combat
AIDS and the HIV virus;
AND WHEREAS the Company had engaged the Creditor as a business consultant since
April 1, 2002 ;
AND WHEREAS the Creditor has, in his capacity as an independent contractor to
the Company, provided consulting services related to the corporate restructuring
strategies of the Company, and the Company is indebted to the Creditor in the
amount of U.S. $42,500 (the "Debt") in consideration for the services provided
by the Creditor to the Company;
AND WHEREAS the parties have agreed to convert the Debt into common shares in
the capital stock of the Company;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and the mutual promises and agreements herein contained (the receipt and
sufficiency of which are hereby acknowledged by each of the parties), the
parties hereto covenant and agree as follows:
1. The Creditor hereby agrees to convert the Debt by subscribing for 250,000
common shares at price of U.S. $0.17 per share (the "Settlement Shares"), being
U.S. $42,500 in the aggregate, and hereby remises, releases and forever
discharges the Corporation from the Corporation's obligation to pay the Creditor
the full sum of the Debt, said release to be in the form of Schedule "A" annexed
hereto.
2. The Corporation hereby agrees that in consideration of the above release
it shall allot and issue the Settlement Shares to the Creditor, said shares to
be issued at a paid up capital of U.S. $0.001 per share.
3. It is acknowledged by the parties that the Creditor is not an "investor
consultant" nor an "associated consultant", as such terms are defined in Ontario
Securities Commission Rule 45-503 ("Rule 45-503") Trades to Employees,
Executives and Consultants. It is further acknowledged by the parties that the
Creditor's participation in this subscription is voluntary.
4. The parties hereto agree that the covenants contained herein shall be
binding upon their respective heirs, executors, administrators and assigns.
5. This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada and the federal laws of the United States of America
applicable therein.
6. This Agreement and the schedules annexed hereto supersede all prior
negotiations, undertakings and agreements between the parties with respect to
the subject matter hereof, and this Agreement and its schedules constitute the
entire agreement of the parties respecting the matters herein contained.
7. No amendment, modification, alteration, or waiver of the terms of this
Agreement shall be binding unless made in writing and executed by the parties
hereto or their successors or assigns.
8. This Agreement may be executed by the parties hereto in one or more
counterparts by original or facsimile signature, each of which when so executed
shall be deemed an original and all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF this Agreement has been executed under seal by the parties
hereto as of the day and year first above written.
HIV-VAC INC.
Per:
c/s
XXXXX XXXXXX
I have authority to bind the corporation.
WITNESS:
--------------------------------- -----------------------------------------
Name: XXXXX XXXXXXXX
SCHEDULE "A"
RELEASE OF DEBT
---------------
TO: HIV-VAC INC.
IN CONSIDERATION of the issuance of 250,000 common shares of HIV-VAC INC. ("the
"Company"), in accordance with an agreement between the Company and the
undersigned dated September 2, 2002 the undersigned hereby remises, releases and
forever discharges the Corporation from its obligation to pay a debt of U.S.$
42,500 owed to the undersigned by the Company in consideration for services
provided to the Company by the undersigned.
DATED this 2nd day of September, 2002.
WITNESS
-------------------------- --------------------------------
Name: XXXXX XXXXXXXX
