PROMISSORY NOTE SETTLEMENT AGREEMENT
Agreement
made as of this 27th day of June, 2005 by and between
Amplidyne,
Inc., a Delaware corporation ("Amplidyne"),
and John Lee ("Purchaser").
WHEREAS,
Amplidyne has
previously issued convertible promissory notes to
Purchaser in exchange for loans totaling
$650,000 (the
"Notes"), and the
Notes
are convertible into shares of Amplidyne's
Series C preferred
stock ("Series
C");
WHEREAS,
the Certificate of Designation of Series shall be amended to
provide for a conversion rate of 100 shares of common
stock for each Series
C
share;
WHEREAS,
Purchaser agrees rescind and void the Notes and all
other loan
agreements between Purchaser and Amplidyne in exchange for the issuance to
Purchaser of Series C shares convertible into 13,000,000 shares of Amplidyne
common stock;
WHEREAS,
presently Amplidyne has an insufficient amount of authorized
shares of common stock to permit full
conversion of the
Series C Shares,
prior
to the conversion of the Series C Shares,
Amplidyne shall use its best efforts
to authorize a sufficient number of shares of common
stock to effectuate the
conversion of the Series C Shares;
NOW
THEREFORE, in
consideration of the promises, the receipt and adequacy
of which is hereby acknowledged, the Purchaser and Amplidyne hereby agree as
follows:
1. Issuance of
Securities:
1.1
Subject to the terms and conditions hereof, Amplidyne shall issue to
Purchaser such number of shares of Series C
convertible into
13,000,000 shares
of Amplidyne common stock (the "Series C
Shares").
1.2
Purchaser agrees that this Agreement supersedes all previous loan
agreements between Purchaser and Amplidyne,
and rescinds and voids
all previous
Notes issued to Purchaser.
1.3 Prior
to conversion of the
Series C Shares,
Amplidyne shall use
its
best efforts to authorize a sufficient number of shares of common
stock to
effectuate the conversion of the Series C
Shares.
2. Representations
and Warranties of Amplidyne:
Amplidyne represents and
warrants
to Purchaser as follows:
2.1 This
Agreement constitutes the legal, valid and binding obligations
of
Amplidyne and is enforceable against it in
accordance with the terms hereof.
2.2
Amplidyne is a corporation duly organized, validly existing and in
good standing under the laws of the State of
Delaware and has all requisite
power, qualification and authority,
corporate or
otherwise, to own,
lease and
operate its properties and assets and carry
on its business as and in the places
where such properties and assets are now owned, leased or operated or such
business is now being conducted.
Amplidyne is not
currently in good standing in
Delaware, and intends to remedy such good standing status in each and every
jurisdiction where their failure to qualify
or to be in good standing would have
a materially adverse effect on its financial condition, the conduct of its
business or the ownership of its
assets.
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2.2
Amplidyne has all
requisite power and
authority to execute,
deliver
and perform this Agreement. All n
