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Exhibit
10.4
DEBT EXTINGUISHMENT
AGREEMENT
THIS DEBT EXTINGUISHMENT
AGREEMENT (this
“ Agreement ” ) is made
effective as of the 2nd day of October 2009, by and between The
Loev Law Firm, PC (“ Creditor ”) and RX
Scripted, Inc. (the “ Company ”), each a
“ Party ” and collectively the “
Parties. ”
PRELIMINARY STATEMENTS
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The Company
owes Creditor an aggregate of $45,830.31 (the “
Debt ”) as of the date of this Agreement
pursuant to and in connection with (a) a Convertible Promissory
Note dated on or around March 11, 2008, with an effective date of
September 18, 2007 (the “ Note ”, as
amended, modified and extended from time to time); and (b)
outstanding legal fees owed by the Company to the Creditor in
consideration for legal services rendered to the Company by
Creditor (the “ Legal Fees ”);
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The Company and
certain shareholders of the Company, including Creditor (the
“ Shareholders ”), have previously
entered into a Stock Purchase Agreement (the “ Purchase
Agreement ”), pursuant to which the Shareholders have
agreed to sell a controlling interest in the Company;
and
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A required
condition to the closing of the Purchase Agreement is the
forgiveness by the Creditor of the Debt, the extinguishment of the
Note and the forgiveness of the Legal Fees.
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NOW, THEREFORE
, in consideration of the mutual
agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties do hereby agree as follows:
1.
Debt Forgiveness and Note Extinguishment .
The Creditor agrees to forgive the
entire amount of the Debt (the “ Forgiveness
”), forever extinguish the Note, and forgive the Legal Fees
and any obligations owing to Creditor in connection with such Note
or Legal Fees (the “ Extinguishment ”) in
consideration for $10 and other good and valuable consideration
from the Company, which funds the Creditor agrees to accept in
consideration for full and complete satisfaction of the Note, the
Legal Fees and the Debt.
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Consideration . Each of the Parties agrees and
confirms by signing below that they have received valid
consid
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