Unassociated Document


    Exhibit
10.1

    
 

    AGREEMENT

     

    This Agreement (the “Agreement”) is
dated March 11, 2009 and is made by and between Vortex Resource Corp. (the
“Company”) and Star Equity Investments LLC (“STAR”).

     

    WHEREAS, STAR, its officers,
directors and affiliates are in no way affiliated with the Company;

     

    WHEREAS, STAR, the Company and
Yossi Attia (“Attia”) entered into that certain Irrevocable Assignment of
Promissory Note dated September 1, 2008, as amended (the
Assignment”);

     

    WHEREAS, pursuant to the
Assignment, STAR acquired a promissory note (the “Note”) payable to Attia by the
Company;

     

    WHEREAS, due to current
capital constraints and the operational difficulties, the Company will be unable
to pay the Note;

     

    WHEREAS, in lieu of payment on
the Note, STAR has agreed to convert the Note into 8,500,000 shares common stock
of the Company (the “Shares”);

     

    NOW, THEREFORE, in
consideration of the mutual conditions and covenants contained in this
Agreement, and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, it is hereby stipulated, consented to
and agreed by and between the Company and Affiliate as follows:

     

    1.           The
Company and STAR hereby agree to convert all principal and interest payable
under the Note into the Shares.

     

    2.           STAR
warrants and represents that no other person or entity has any interest in the
matters released herein, and that it has not assigned or transferred, or
purported to assign or transfer, to any person or entity all or any portion of
the Securities.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    3.           Each
party shall be responsible for their own attorneys’ fees and costs.

     

    4.           In
consideration of the conversion of the Note into the Shares and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, STAR, on his own behalf and on behalf of any entities which are
controlled by STAR, does hereby release and discharge the Company and its
respective officers, directors, agents, counsel and employees and their
respective heirs, executors, administrators, successors and assigns from any and
all actions, causes of action, suits, debts, sums of money, accounts,
reckonings, notes, bonds, warrants, bills, specialties, covenants, contracts,
controversies, agreements, liabilities, obligations, undertakings, promises,
damages, claims and demands whatsoever, in law, admiralty or equity which
against them or any of them STAR, the entities controlled by STAR and its
executors, administrators, successors and assigns ever had, now have or may in
the future can, shall or may have against the Company or any of them, for, upon
or by reason or any matter, cause or thing whatsoever from the beginning of the
world to the date of this Agreement.

     

    4.           Each
party acknowledges and represents that: (a) they have read the Agreement; (b)
they clearly understand the Agreement and each of its terms; (c) they fully and
unconditionally consent to the terms of this Agreement; (d) they have had the
benefit and advice of counsel of their own selection; (e) they have executed
this Agreement, freely, with knowledge, and without influence or duress; (f)
they have not relied upon any other representations, either written or oral,
express or implied, made to them by any person; and (g) the consideration
received by them has been actual and adequate.


    
      
         


      

      
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    5.           This
Agreement contains the entire agreement and understanding concerning the subject
matter hereof between the parties and supersedes and replaces all prior
negotiations, proposed agreement and agreements, written or
oral.  Each of the parties hereto acknowledges that neither any of the
parties hereto, nor agents or counsel of any other party whomsoever, has made
any promise, representation or warranty whatsoever, express or implied, not
contained herein concerning the subject hereto, to induce it to execute this
Agreement and acknowledges and warrants that it is not executing this Agreement
in reliance on any promise, representation or warranty not contained
herein.

     

    6.           This
Agreement may not be modified or amended in any manner except by an instrument
in writing specifically stating that it is a supplement, modification or
amendment to the Agreement and signed by each of the parties
hereto.

     

    7.           Should
any provision of this Agreement be declared or be determined by any court or
tribunal to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and said illegal or invalid part, term
or provision shall be severed and deemed not to be part of this
Agreement.

     

    8.           The
Parties agree that this Agreement is governed by the Laws of the State of
California and that any and all disputes that may arise from the provisions of
this Agreement shall be tried in the courts located in Los Angeles,
California.  The Parties agree to waive their right to trial by jury
for any dispute arising out of this Agreement.

     

    9.           This
Agreement may be executed in facsimile counterparts, each of which, when all
parties have executed at least one such counterpart, shall be deemed an
original, with the same force and effect as if all signatures were appended to
one instrument, but all of which together shall constitute one and the same
Agreement.

     

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    IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first indicated
above.

    VORTEX
RESOURCE CORP.

     

    
      
        	 	 	 	 	 
	
                /s/
      Yossi Attia 

              	 	 	 	 
	
                Name:
      Yossi Attia 

              	 	 	 	 
	
                Title:
      CEO 

              	 	 	 	 


      

    

     

    
      
        
          	
                  STAR
      EQUITY INVESTMENTS LLC

                   

                   

                	 	 	 	 
	
                  /s/
      Hagaai Ravid

                	 	 	 	 
	
                  Name:
      Hagaai Ravid

                	 	 	 	 
	
                  Title:
      Owner 

                	 	 	 	 


        

      

    

    


    


    



    
      
         


      

      
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