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EXHIBIT 10.01
AGREEMENT FOR CONVERSION OF DEBT
THIS AGREEMENT FOR CONVERSION OF DEBENTURE ("Agreement") is
entered into
as of the 12th day of November, 2007 by and between Nutradyne,
Inc. f/k/a/
Digital Learning Management Corporation (the "Company") on the
one hand and
Umesh Patel ("Patel"), on the other hand.
RECITALS
WHEREAS, Patel has served as President and Chief Financial
Officer of the
Company and has foregone the receipt of salary for approximately
2 years; and
WHEREAS, Patel has loaned the Company the principal sum of
$138,000; and
WHEREAS, Patel has agreed to accept stock and warrants in return
for the
full payment of all debts and obligations owed to him by the
Company, and the
Company has agreed to issue such stock and warrants as provided
for herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and
covenants
contained herein and other good and valuable consideration, the
receipt and
sufficiency of which is hereby acknowledged, the parties
intending to be legally
bound agree as follows:
SECTION I
CONVERSION OF DEBT FOR STOCK AND WARRANTS
1.1 CONVERSION OF DEBT FOR STOCK AND WARRANTS: As payment in
full for all
monetary debt and obligations owed to Patel by the Company, the
Company shall
issue to Patel one million (1,000,000) shares of its restricted
common stock,
$,001 par value and a five year warrant to purchase one million
two hundred and
fifty thousand (1,250,000) shares of common stock, with an
exercise price of
$.50 per share. The warrant shall contain customary terms and
conditions and a
cashless exercise provision. A form of the warrant is attached
as Exhibit "A".
1.2 RELEASE BY PATEL: Upon receipt of the common stock and
warrant, all
monetary debts and obligations of the Company to Patel shall be
deemed satisfied
in full.
SECTION II - CLOSING OBLIGATIONS
2.1 DELIVERABLES AT CLOSING:
(a) The Company will deliver to Patel:
(i) 1,000,000 shares of common stock of the Company in the
name
of Umesh Patel; and
(ii) a Warrant in the form attached hereto as Exhibit "A".
2.2 FURTHER ASSURANCES: The Company and Patel agree to execute
and
deliver to the other all such further releases, assignments,
endorsements and
other documents as may reasonably be requested in order to
perfect the
transaction contemplated hereby.
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