Exhibit
10.4
DEBT EXTINGUISHMENT
AGREEMENT
THIS DEBT EXTINGUISHMENT
AGREEMENT (this
“ Agreement ” ) is made
effective as of the 2nd day of October 2009, by and between The
Loev Law Firm, PC (“ Creditor ”) and RX
Scripted, Inc. (the “ Company ”), each a
“ Party ” and collectively the “
Parties. ”
PRELIMINARY STATEMENTS
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The Company
owes Creditor an aggregate of $45,830.31 (the “
Debt ”) as of the date of this Agreement
pursuant to and in connection with (a) a Convertible Promissory
Note dated on or around March 11, 2008, with an effective date of
September 18, 2007 (the “ Note ”, as
amended, modified and extended from time to time); and (b)
outstanding legal fees owed by the Company to the Creditor in
consideration for legal services rendered to the Company by
Creditor (the “ Legal Fees ”);
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The Company and
certain shareholders of the Company, including Creditor (the
“ Shareholders ”), have previously
entered into a Stock Purchase Agreement (the “ Purchase
Agreement ”), pursuant to which the Shareholders have
agreed to sell a controlling interest in the Company;
and
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A required
condition to the closing of the Purchase Agreement is the
forgiveness by the Creditor of the Debt, the extinguishment of the
Note and the forgiveness of the Legal Fees.
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NOW, THEREFORE
, in consideration of
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