PREVENTION INSURANCE.COM, INC. c/o PARAGON CAPITAL LP
Exhibit
10.5
PREVENTION
▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
c/o
PARAGON CAPITAL LP
▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇
▇▇
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
(212)
593-1600
October
31, 2008
▇▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇.
▇▇▇▇▇▇▇▇▇:
This
letter confirms compliance with certain terms of the Schedule A agreement dated
December 28, 2007 between Prevention ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. (the “Company” or
“Prevention”), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇▇”) and Paragon Capital LP (“Paragon”),
as amended. The consideration for the terms of this letter are
covered in Schedule A and are deemed to be adequate and sufficient.
As of
October 31, 2008, on the one hand, the Company assigns, conveys and transfers
and, on the other hand, ▇▇▇▇▇▇▇▇▇ hereby accepts such assignment, conveyance and
transfer of all rights, titles and obligations associated with the assets and
liabilities, including but not limited to bank accounts, leases, property,
permits, qualifications, customers, contracts, equipment, agreements, credit
cards, payables, receivables, warranties, liens, charges, security interests,
restrictions, and encumbrances belonging to or in the name of Quick
Pay. Since Quick Pay is not a separately incorporated entity and is
not a subsidiary of the Company, this conveyance and transfer is in place of and
in satisfaction of the Schedule A spin-off which states: “Spin-off of the shares
of the Company’s subsidiary, Quick Pay, Inc. to ▇▇▇▇▇▇▇▇▇.” The
assets and liabilities are assigned and conveyed by the Company and accepted and
assumed by ▇▇▇▇▇▇▇▇▇ as is, without representation or warranty of: value,
usefulness, amount or acceptability. The Company is indemnified and
exculpated by ▇▇▇▇▇▇▇▇▇ for any future liabilities, claims, dispute, warranties,
taxes, litigation, other future expenses or costs related to Quick
Pay.
To complete the accounting of
this transaction, the Company will receive
from ▇▇▇▇▇▇▇▇▇ details of Quick Pay related transactions which
occurred during the period from August 1, 2008 to October 31, 2008; including but not limited to:
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Bank statements for City National
account # 2854 for
October
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Bank statements for City National
account # 3265 for
September and
October
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Copies of all credit card
statements reflecting the activity of September through
October
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Copies of any cash sales checks
for revenue earned during the
quarter
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Detailed breakout of revenue of
Quick Pay
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In witness whereof, the parties hereto
have executed the letter on the 31st day of October
2008.
Very truly yours,
Prevention ▇▇▇▇▇▇▇▇▇.▇▇▇,
Inc.
_________________________
▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
Accepted
and Agreed to By:
_______________________
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