Unassociated Document


    AGREEMENT

     

    This
      Agreement (the “Agreement”) is dated December 3, 2008 and is made by and between
      Vortex Resource Corp. (the “Company”) and T.A.S. Holdings Limited
      (“TAS”).

     

    WHEREAS,
      TAS is
      the owner of 15,000,000 shares of common stock of the Company (the “Shares”) and
      a promissory note in the principal amount of approximately $1,065,000 (the
      “Note” and together with the Shares, the “Securities”); 

     

    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, TAS has agreed to convert the Securities into 1,000,000
      shares of Series B Preferred Stock (the “Preferred Shares”), which rights are
      more fully defined in the Certificate of Designation attached hereto as
Exhibit
      A.

     

    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 TAS hereby agree to convert the Securities into the Preferred
      Shares.

     

    2. TAS
      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. 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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. 

     

    
      
         

      

      
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    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/Robin
      Ann Gorelick 

    Name: Robin
      Ann
      Gorelick   

    Title:
       Secretary   

    


    


    T.A.S.
      HOLDINGS LIMITED 

    


    


    By:/s/
      Itzak Sharvit   

    Name:
      Itzak Sharvit

    Title:
      Director

     

     

    
 

    
      
         

      

      
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