TRANSACTIONS AGREEMENT









Exhibit 4.37




TRANSACTION AGREEMENT




 




This Agreement

(this “Agreement”) dated March      ,

2002 is by and between EpicEdge, Inc. (the “Company”) and Patrick Loche

(“Loche”).




 




RECITALS:




 




WHEREAS, the

Company anticipates closing a debt and equity financing concurrent with or soon

after the date hereof (the “Financing”); and




 




WHEREAS, as a

condition precedent to the Financing, the Company and Loche must reach a

resolution regarding and amend certain terms of historical transactions between

Loche and the Company.




 




AGREEMENT:




 




NOW THEREFORE,

BE IT RESOLVED, for good and valuable consideration, the parties agree as

follows:




 




1.      Termination of Memorandum

of Terms.




 




(a)        Loche and the Company

hereby mutually agree that the Memorandum of Terms dated June 21, 2001, as amended,

is hereby terminated and is of no further force or effect; such that the

Company shall not remain obligated or liable for any obligations that may have

occurred or arisen thereunder, and




 




(b)       Loche hereby irrevocably

and unconditionally releases the Company, its respective shareholders,

officers, directors, employees and agents from any and all claims of every

kind, whether known or unknown, based upon any fact or matter relating to such

Memorandum of Terms.




 




2.      Termination of Security

Interest.  Loche hereby agrees and

acknowledges he does not hold any security interest in any assets of the

Company, either tangible or intangible; provided, however, if such security

interest does exist, Loche hereby irrevocably and unconditionally releases such

security interest.  Loche further agrees

to sign and execute, alone or with the Company, any financing statement or

other document necessary to terminate any currently existing security interest

he holds in any assets of the Company, including the execution of UCC-3 or

similar forms.




 




3.      Release and Complete

Defense.  Loche in acknowledging the

transactions effected hereunder, hereby agrees and by this Agreement does

irrevocably and unconditionally release the Company, as well as its agents,

officers, directors, successors, assigns, agents, advisors, attorneys and other

representatives, from or concerning any and all losses, claims, charges, causes

of action or other liabilities, whether in contract or tort, known or unknown,

arising out of or relating in any way to the termination of the Memorandum of

Terms, any security interest, or any other matters related thereto.  This 




 





























 




release is for any and all

relief to the fullest extent permitted by law, no matter how denominated,

including, but not limited to, compensatory damages, punitive damages,

attorneys’ fees and costs actually incurred, or any other losses or damages,

arising from any undertakings by the Company. 

Loche expressly acknowledges that the benefits being offered to Loche in

this Agreement and in connection with the Financing constitute consideration

for the foregoing release that is in addition to anything of value to which

Loche is already entitled from the Company and its affiliates.




 




4.      Waivers and Amendments.  Any provision of this Agreement may be

amended, waived or modified upon the written consent of the Company, with the

approval of the Board of Directors, and Loche.




 




5.      Successors and Assigns.  The provisions hereof shall inure to the

benefit of, and be binding upon, the successors, heirs and assigns of the

parties hereto.




 




6.      Governing Law.  This Agreement and all actions arising out

of or in connection with this Agreement shall be governed by and construed in

accordance with the laws of the State of Texas, without regard to the conflict

laws provisions of the State of Texas or of any other state.




 




7.      Entire Agreement.  This agreement constitutes the entire

understanding and agreement between the parties with regard to the subjects

hereof.




 




8.      Counterparts.  This Agreement may be executed in any number

of counterparts, each of which shall be an original, but all of which together

shall be deemed to constitute one instrument.




 




[The remainder of

this page is intentionally left blank.]




 




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IN WITNESS

WHEREOF, the parties have caused this Agreement to be duly executed and

delivered as of the date and year first written above.




 




 




	

   


  	

  EPICEDGE, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Patrick

  Loche


  
					





 




 




[Signature Page to

EpicEdge,Inc. Transaction Agreement]




 




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