EXHIBIT I
---------
AGREEMENT BETWEEN M. ▇▇▇▇▇ ▇▇▇▇ AND MAXXON, INC.
------------------------------------------------
This Agreement ("Agreement") is entered into and effective this 31st day of
December 1997 by and among M. ▇▇▇▇▇ ▇▇▇▇("▇▇▇▇▇ ▇▇▇▇"), ▇▇▇▇ Health Company,
Inc. ("Ives"), ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇"), and Maxxon, Inc. ("Maxxon").
Whereas, Ives and Maxxon completed a share exchange in August, 1997
pursuant to which Ives became a wholly owned subsidiary of Maxxon; and
Whereas, the parties have concluded that it is in their mutual best
interests and the interests of their shareholders to enter into this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt adequacy
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Formation of Newco. Upon execution of this Agreement, Maxxon will
organize a new corporation ("Newco") under Oklahoma law with an authorized
capitalization of 50,000,000 shares of common stock, par value $.001 per share,
whose name shall be Ives Health Company, Inc.. ▇▇▇▇▇ ▇▇▇▇ shall designate the
directors and officers of Newco. Maxxon will change the name of its current
subsidiary and make the name "Ives Health Company, Inc." available to this new
corporation.
2. Resignation of ▇▇▇▇▇ ▇▇▇▇. Upon execution of this Agreement, ▇▇▇▇▇ ▇▇▇▇
agrees to resign as a director, officer, employee, agent, and representative of
Maxxon in every other capacity and as a director, officer, employee, agent and
representative of The Health Club, Inc. and in every other capacity of The
Health Club, Inc.
3. Initial Business Plan for Newco.
(a) The parties agree to issue at par 7,000,000 shares of common stock to
▇▇▇▇▇ ▇▇▇▇. The parties agree to issue, in a stock for stock tax free
reorganization, 1,700,000 shares of Common Stock of Newco in exchange for all
the issued and outstanding shares of Ives. Simultaneously, and as consideration
for the above stock exchange, ▇▇▇▇▇ ▇▇▇▇ agrees to surrender to Maxxon 275,360
shares of Maxxon Common Stock owned by him, so that thereafter he shall
personally own of record 80,000 shares of Maxxon Common Stock.
(b) The parties agree that Newco will immediately commence to conduct a
private offering under SEC Regulation D, Rule 504 to sell up to 1,000,000 shares
of Newco for $1.00 per share for up to $1,000,000 less costs and expenses
thereof ("Offering"). Newco shall bear all the costs and expenses in connection
with the Offering, including all printing, copying, mailing, shipping, filing
fees, and federal and state compliance expenses, and related brokerage and
finder's fees, expenses and commissions.
(c) In connection with the Offering, Maxxon agrees to introduce to Newco at
least 5 persons who might agree to assist Newco in the conduct of the Offering
for a fee upon terms and conditions which shall be agreed to by ▇▇▇▇▇ ▇▇▇▇.
(d) Maxxon agrees to assist Newco in drafting a private offering
memorandum, including projections generated from information supplied by Newco,
for use by Newco in the conduct of the Offering and supplying Ives/Newco a
copied disk of the Offering. All the information in the private placement
memorandum shall be provided by Newco and ▇▇▇▇▇ ▇▇▇▇. The parties agree that
Maxxon is rendering its services to Newco in connection with the Offering
memorandum solely as an accommodation to Newco and as an independent contractor
for no fee whatsoever. It is expressly agreed that the content of the private
placement memorandum is solely the product of Newco, for which Newco is solely
responsible; and Maxxon shall have no responsibility or liability in connection
with the Offering for any reason whatsoever, including assisting Newco in
preparing disclosure documents. The failure to disclose any facts and the
omission of disclosures from the private placement memorandum is a matter within
the sole discretion of Newco and ▇▇▇▇▇ ▇▇▇▇ and is not the determination of or
within the power or discretion of Maxxon in any respect.
(e) Newco and its officers, directors, agents, employees and
representatives shall be solely responsible for the compliance with federal and
state securities laws in connection with the Offering, including the filing of
notice of Form D and all applicable state law requirements in connection
therewith. Maxxon will assist and consult with this and all applicable
compliance and filings.
(f) The parties agree that neither Maxxon nor any of its directors,
officers, employees, agents, or representatives shall have any responsibility or
liability for any matter relating to the Offering; and Newco agrees to indemnify
and hold them harmless therefrom. (g) As soon as reasonably appropriate and
after substantial completion of the Offering, Maxxon agrees to assist Newco in
the preparation of a filing with the SEC under Section 15c211 of the Securities
Exchange Act of 1934; provided all information contained therein shall be
supplied by Newco; and further provided, neither Maxxon nor any of its
directors, officers, employees, agents or representatives shall have any
responsibility or liability for the content thereof in connection therewith.
(h) ▇▇▇▇▇ agrees to consult with Newco and ▇▇▇▇▇ ▇▇▇▇ for up to 25 hours
after the execution of this Agreement; provided the times at which such
consulting services shall be rendered shall be at mutually agreed times and
further provided ▇▇▇▇▇ shall have no liability with respect to any advice given
or information provided during such consulting services.
4. Option to Unwind Maxxon's Acquisition of The Health Club, Inc. Maxxon
hereby grants ▇▇▇▇▇ ▇▇▇▇ the right for two years from the date of execution of
this Agreement to unwind Maxxon's acquisition of The Health Club, Inc. by paying
Maxxon the $10,000 paid to ▇▇▇▇▇ ▇▇▇▇ and by returning to Maxxon the 35,000
shares of Maxxon Common Stock issued to ▇▇▇▇▇ ▇▇▇▇ in connection with Maxxon's
acquisition thereof.
5. Distribution Agreement. Maxxon agrees to propose, execute, deliver and
enter into a distribution agreement with Newco granting Newco a non-exclusive
right to sell the Maxxon Safety
Syringe(TM) for a period of five years after the date hereof containing standard
wholesale prices and upon terms no less favorable to Newco than to any other
distributor purchasing the same volumes, upon the same terms and subject to
other applicable requirements. Newco shall be granted the ability to verify the
terms and/or contracts of other distributors.
6. Payment of Outstanding Invoice. Maxxon agrees to pay the outstanding
invoices, invoiced to Ives from ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Cross & ▇▇▇▇▇▇▇▇, CPA
to Ives before this agreement can be finalized.
(a) All information, documents, etc.. in the possession of Cross &
▇▇▇▇▇▇▇▇, CPA, that was removed from Ives CPA, E. ▇▇▇▇▇▇▇ Tolmans' office must
be returned to Ives before this agreement can be finalized.
(b) Regarding this transaction, Ives is responsible for payment to ▇▇▇▇▇▇▇
▇▇▇▇▇▇, Attorney at Law and Maxxon is responsible for payment to ▇▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, Attorney at Law and/or any other counsel.
7. No Restrictions upon Ives, Newco or ▇▇▇▇▇ ▇▇▇▇. The parties agree that
upon execution and delivery of this Agreement there shall be imposed by Maxxon
no restrictions of any kind upon Ives, ▇▇▇▇▇ ▇▇▇▇, or Newco.
8. Transfer Restrictions of Maxxon Shares. This Agreement shall have no
adverse effect upon any applicable transfer restrictions under SEC Rule 144 or
otherwise to the extent such provisions are available.
9. Release. The parties agree that the execution and delivery of this
Agreement constitute a full and complete general release, settlement, discharge,
accord and satisfaction by Newco, ▇▇▇▇▇ ▇▇▇▇, Ives, on the one hand, and by
▇▇▇▇▇ and Maxxon, on the other hand, and their respective directors, officers,
employees, agents, partners, representatives, successors, and assigns, from and
against any and all claims, actions, causes of action, rights, obligations,
debts, duties, demands, damages or liabilities of every kind, character and
description, whatsoever, whether known or unknown, actual or contingent, from
the beginning of time through the date hereof, except as ▇▇▇▇▇ ▇▇▇▇/Ives may
bring action against Maxxon/▇▇▇▇▇ in the event ▇▇▇▇▇ ▇▇▇▇/Newco are sued by
third parties which have as its basis any allegations attributable to or
resulting from the actions of Maxxon/▇▇▇▇▇.
10. Full Settlement. Each party hereto represents and acknowledges to the
other that it has read and understands the terms, conditions and legal effect of
this Agreement; that it has been represented by counsel of its own choosing in
connection herewith; that its counsel is competent and has explained the meaning
and legal effect of the terms of this Agreement to its satisfaction; that this
Agreement is made voluntarily without any promise, inducement, threat, coercion
or intimidation of any kind, character and description from anyone; and that the
execution and delivery of this Agreement constitutes a full and final general
release, accord, satisfaction, acquittal, compromise, adjustment, adjudication,
reimbursement, restitution, discharge and settlement of all claims by ▇▇▇▇▇ ▇▇▇▇
and Ives, on the one hand, and ▇▇▇▇▇ and Maxxon, on the other hand, and vice
versa, which either has or may have against the other. This Agreement does not
constitute an admission of
wrongdoing or of liability for any reason whatsoever. The Agreement may not be
used for any purpose whatsoever except to reflect the settlement of the parties
as set forth herein.
11. Covenant not to Disparage. ▇▇▇▇▇ ▇▇▇▇, Newco and Ives, on the one hand,
and ▇▇▇▇▇ and Maxxon, on the other hand, agree not to make untrue or disparaging
statements with respect to each other.
12. Confidentiality with respect to this Agreement. The parties agree to
keep confidential the terms of the Agreement to the extent permitted by law and
not to disclose the terms hereof to any person without the written consent of
the other parties except as required by law. In the event any lawful process,
action, subpoena or other process is commenced against any party hereto which
seeks in whole or in part the disclosure of all or any portion of the terms and
conditions of this Agreement, the party against whom such disclosure agrees to:
(1) promptly and before any such disclosure is made notify the other parties to
this Agreement of the nature and of such request; (2) seek by all appropriate
means a protective or other order preventing such disclosure; (3) cooperate
fully with the other parties in seeking a protective order preventing such
disclosure; (4) respond by stating that the information is covered by a
confidentiality agreement which cannot be disclosed without an order from a
court or competent jurisdiction requiring such disclosure; and (5) decline to
make any such disclosure unless and until ordered to do so by a court of
competent jurisdiction.
13. Binding Effect. This Agreement shall be binding upon, shall inure to
the benefit of, and shall be enforceable by and against, all the parties and
their respective heirs, legal representatives, successors and assigns.
14. Multiple Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original and all of which shall
constitute one agreement. The parties agree that faxed signed copies of this
Agreement shall have the same force an effect as originals.
15. Representations. Each individual executing this Agreement on behalf of
a corporation or other entity represents and warrants that he has express
authority to bind, enter and deliver this Agreement on behalf of that entity
which he represents and that this Agreement is valid, binding and enforceable in
accordance with its terms.
16. Non Compete Clause. Maxxon/▇▇▇▇▇ or its successors may not enter into
any negotiations or attempt to buy products or the actual operations of Cap Tabs
NFM, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and /or Summa Rx
Laboratories, Inc., ▇▇▇▇▇ ▇▇ ▇▇. #▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Additionally,
Maxxon/▇▇▇▇▇ or it successors may not use any information attained from ▇▇▇▇▇
▇▇▇▇/Ives to start, fund or induce start up of any competitive business, for a
period of five (5) years in any areas where Ives conducts its business,
including but not limited to the United States of America.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their authorized representatives effective the 31st day of December
1997.
MAXXON, INC. IVES HEALTH COMPANY, INC.
By:_____________________________ By:___________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇, President M. ▇▇▇▇▇ ▇▇▇▇, President
________________________________ ______________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇, individually M. ▇▇▇▇▇ ▇▇▇▇, individually
(Please note this is a word-processed copy of the executed agreement; therefore,
signatures will not appear on this document.)