Exhibit 10.6
DEBT CONVERSION AGREEMENT
This Debt Conversion Agreement (the "Agreement") is made and
entered
into as of May 4, 2005, by and between
Absolute Glass Protection, Inc. ("ASLG")
and Dane VanBreene("Debt Holder") with
reference to the following facts and
circumstances:
A. ASLG has previously issued to the Debt Holder a Convertible
Promissory Note dated December 29, 2005
(the "Notes").
B. The total amount of Debt owed by ASLG is now $40,800.
C. The Debt Holder has offered to convert all of the principal
and
accrued interest of its Note into 4,080,000
shares of ASLG's $0.001 par
value common stock (the "Shares").
This represents a
conversion rate
of $0.01 per share for each share of stock
issued.
D. The Debt Holder and ASLG are willing to carry out such a
conversion on the terms set forth
herein.
NOW, THEREFORE, in consideration of their respective promises
contained herein and other good and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties hereby agree as
follows:
1. DEBT CONVERSION.
(a) Exchange of Notes for Stock. The Debt Holder hereby
exchanges
its Note for the Shares, and ASLG hereby
issues the Shares in such an
exchange.
(b) Delivery of Documents. The Debt Holder hereby delivers
its Note
to ASLG marked "paid in full" and ASLG
hereby delivers to the Debt Holder a
certificate for the Shares. Upon such deliveries, the Notes,
and all
accrued interest with respect thereto,
shall be deemed cancelled and paid in
full.
2. THE DEBT HOLDERS' REPRESENTATIONS AND WARRANTIES. With respect to
their acquisition of the Shares, the Debt
Holder, severally and not jointly,
represents and warrants to ASLG, and
agrees, as follows:
(a) Investment Purposes; Compliance With Securities Laws.
The Debt
Holder is acquiring the Shares for its own
account for investment only and not
with a view towards, or in connection with,
the public sale or distribution
thereof. The Debt Holder agrees to offer,
sell or otherwise transfer the
Shares only pursuant to registration under
the Securities Act of 1933 (the
"Act") or an exemption from registration
under the Act and any applicable
state securities laws.
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(b) Legend. The Debt Holder understands that until such time as
its
Shares have been registered under the Act,
or otherwise may be sold by the Debt
Holder pursuant to Rule 144 (or any
applicable rule which operates to replace
said Rule) promulgated under the Act, the
certificates representing its Shares
will bear a restrictive legend in
substantially the following form:
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN
REGIS
