Attached files
Exhibit
10.2
January
13, 2010
Edon
Moyal
6991
Bixbite Place
Carlsbad,
CA 92009
Dear
Edon:
Who’s
Your Daddy, Inc. (the “Company”) has certain outstanding indebtedness that was
created during the time you were an Executive Officer and/or Director of the
Company. This indebtedness is detailed below:
|
Unpaid
payroll taxes – Federal (excludes penalties &
interest)
|
$ | 119,035 | ||
|
Unpaid
payroll taxes – State (excludes penalties & interest)
|
65,114 | |||
|
Settlement
with Who’s Ya Daddy, Inc.
|
100,000 | |||
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Settlement
with Defiance U.S.A., Inc. (including interest)
|
217,000 | |||
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Total
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$ | 490,996 | ||
|
In
addition to the amounts shown above, penalties and interest for Federal
and State unpaid payroll taxes currently total approximately $75,000 and
continue to accrue.
|
||||
The
Company is also indebted to you in the amount of $343,926.64 consisting of
$200,458.33 in accrued and unpaid salary through September 30, 2009 and
$143,468.31 in unpaid loans and advances made by you. It is agreed
that no salary shall be accrued for you subsequent to September 30,
2009.
This
significant indebtedness noted above has made it extremely difficult to raise
capital and to move the Company forward. In order to relieve the
Company of some of its debt burden, you have agreed to the
following:
|
1.
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Because
you have attempted to collect the amounts owed to you described above and
because the Company has been unable to pay, and continues to be unable to
pay such amounts, the Company will not repay this debt
you. Included in the $200,458.33 amount owed to you is the
amount of $32,604.00 originally recorded as owed to EP Creations, which
was reclassified effective June 30, 2009 in accordance with your
instructions, as being owed to you.
|
Who’s
Your Daddy, Inc., 26381 Crown Valley Parkway, #230, Mission Viejo, CA
92690
Phone
949.582.5933 … Fax 949.582.5913
|
2.
|
You
will assign to the Company 1,227,199 of unpledged common shares of stock
of the Company that are held in your name on certificate #4080 (the
“Transferred Stock”). It is understood that you will keep
590,030 shares currently held in your name and that 159,647 shares held in
your name are pledged to Defiance U.S.A., Inc. as collateral for amounts
owed to them. The Company will use its best efforts to sell the
Transferred Stock and use the proceeds, net of costs of creditor
settlement (including legal costs) and stock liquidation, to repay debt in
the following order:
|
|
|
a.
Debt for unpaid payroll taxes
|
|
|
b.
Debt to Who’s Ya Daddy, Inc.
|
|
|
c.
Debt to Defiance U.S.A., Inc./Christopher
Wicks
|
The
Company cannot assure you that it will be successful in liquidating any of the
Transferred Stock or that, if successful, the net proceeds of the liquidation
will be sufficient to repay any of the indebtedness referred to
above. As a result, this letter in no way constitutes a release by
the Company of any liability you may have for any of this
indebtedness. In the event that the Company is unsuccessful in
liquidating any of the Transferred Stock by August 1, 2010, then the
non-liquidated shares shall be returned to you.
If this
letter is in accordance with your understanding of what you have agreed to do,
please sign below and return to me as soon as possible.
Sincerely,
Michael
R. Dunn
CEO
ACKNOWLEDGED
AND AGREED.
___________________________
Edon
Moyal
___________________________
Date
Who’s
Your Daddy, Inc., 26381 Crown Valley Parkway, #230, Mission Viejo, CA
92690
Phone
949.582.5933 … Fax 949.582.5913