TRANSACTIONS AGREEMENT









Exhibit 4.36




 




TRANSACTION AGREEMENT




 




This Agreement

(this “Agreement”) dated March         

, 2002 is by and between EpicEdge, Inc. (the “Company”) and John Paul

DeJoria (“DeJoria”).




 




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 DeJoria must reach a

resolution regarding and amend certain terms of historical transactions between

DeJoria 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)           DeJoria 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)           DeJoria 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.  DeJoria 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, DeJoria hereby irrevocably and unconditionally releases such security

interest.  DeJoria 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.  DeJoria 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.  DeJoria

expressly acknowledges that the benefits being offered to DeJoria 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 DeJoria 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 DeJoria.




 




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:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  John Paul

  DeJoria


  
					





 




[Signature Page to

EpicEdge, Inc. Transaction Agreement]