EXHIBIT
99.1
STOCK RE-PURCHASE
AGREEMENT
This Stock Re-Purchase Agreement dated March 17, 2005 is between
Nexicon, Inc., a Nevada Corporation, formerly known as Cyco.Net,
Inc. (“NEXICON”), Orion Security Services, Inc., a
Wisconsin corporation (“OSSI”) acquired by Cyco.Net,
Inc., the Nevada Corporation, through the “Stock Purchase
Agreement” of November 19, 2003, and Robert V. Demson
(“DEMSON”).
In consideration of the mutual promises and obligations contained
herein, the Parties agree as follows:
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Re-Purchase of
Common Stock. NEXICON agrees to re-purchase and DEMSON agrees to
sell Fifteen Million (15,000,000) shares of the common stock of
NEXICON currently owned by DEMSON (“Stock”) for the
purchase price and on the terms set forth in Section 2
below.
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Purchase Price.
NEXICON agrees to pay to DEMSON, as the “Purchase
Price”, the following considerations:
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TWO HUNDRED
FORTY THOUSAND DOLLARS ($240,000) to be paid as follows:
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$20,000 at
Closing (defined below); and
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(ii)
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$220,000 in the
form of a Promissory Note to be paid out in the amount of $20,000
on or before the 15th day of each month, should the 15th fall on a
weekend day, for 11 consecutive months beginning April 15,
2005.
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All equipment,
computers, and furniture located and used in the Orion Security
Services, Inc. office at 8280 Greensboro Drive, Suite 100, McLean,
VA (“OSSI” Office).
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All right,
title, and interest that NEXICON may have in agreements associated
with the “SatSecure” technology and to the tradenames
“Orion Security Services, Inc.”, “OSSI”,
“Ossi-Secure”, “SatSecure”,
“SatWatch” and “RECON 9000” (collectively,
“Tradenames”).
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3.
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Delivery of
NEXICON Common Stock. DEMSON shall deliver the Stock certificates
with properly executed assignments and stock powers to NEXICON at
Closing conveying the Stock to NEXICON free of all liens and
encumbrances.
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4.
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Closing.
Closing shall take place at a mutually agreed time and place on or
about March 17, 2005.
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5.
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Resignation of
DEMSON as Officer and Director of OSSI. At Closing, DEMSON shall
resign as officer and director of OSSI.
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6.
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Conveyance of
Name, “OSSI” and “SatSecure” technology of
OSSI to DEMSON. At Closing, NEXICON will convey the company name,
Intellectual Property, Distributor Agreements, Customers and
Customer Purchase Orders, and other Technology Agreements and
trademark’s associated with SatSecure (not the acquired
company and shareholder structure under the “Stock Purchase
Agreement” of November 19, 2003) to DEMSON as related to the
SatSecure technology.
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NEXICON will retain all Intellectual Property,
Distributor Agreements, Customers and Customer Purchase Orders, and
other Technology Agreements and trademark’s associated with
the ComSecure technology under the existing OSSI and Mercury Mobile
Distributor Agreement. DEMSON will convert the “OSSI”
checking account to t
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