Homeskills Inc – ‘8-K’ for 4/4/05 – EX-10

On:  Tuesday, 4/5/05, at 2:58pm ET   ·   For:  4/4/05   ·   Accession #:  1164150-5-106   ·   File #:  0-30807

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        26    112K 
 2: EX-10       Material Contract                                      6     26K 
 3: EX-10       Material Contract                                      7     32K 
 4: EX-14       Code of Ethics                                         7     27K 
 5: EX-17       Letter re: Departure of Director                       1      6K 

EX-10   —   Material Contract
Exhibit Table of Contents

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EXHIBIT 10.1                                                                    

THE SECURITIES  WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933 (THE "1933 ACT"),  NOR  REGISTERED  UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT, THE  AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE  SATISFACTION OF THE
COMPANY.                                                                        

AGREEMENT FOR THE EXCHANGE OF COMMON STOCK  

     AGREEMENT made this 4th day of April, 2005, by and between Pegasus Wireless
Corp.,  a Colorado  corporation,  (the "ISSUER") and the  individuals  listed in
Exhibit A attached hereto, (the  "SHAREHOLDERS"),  which SHAREHOLDERS own of all
the issued and outstanding shares and convertible debt of CEO Channel.com, Inc.,
a Florida corporation, ("CEOC")                                                 

     In  consideration of the mutual promises,  covenants,  and  representations
contained herein, and other good and valuable consideration,                    

THE PARTIES HERETO AGREE AS FOLLOWS:                                  

     1.  EXCHANGE OF  SECURITIES.  Subject to the terms and  conditions  of this
Agreement,  the ISSUER agrees to issue to SHAREHOLDERS,  3,000,000 shares of the
common stock of ISSUER,  $.0001 par value (the  "Shares"),  in exchange for 100%
100% of the  outstanding  convertible  debt of CEOC and 100% of the  issued  and
outstanding  shares of CEOC shall be  contributed  back to CEOC,  such that CEOC
shall become a wholly owned subsidiary of the ISSUER.                           

     2.  REPRESENTATIONS  AND  WARRANTIES.  ISSUER  represents  and  warrants to
SHAREHOLDERS the following:                                                     

          i.  Organization.  ISSUER is a  corporation  duly  organized,  validly
     existing,  and in good  standing  under the laws of  Colorado,  and has all
     necessary  corporate powers to own properties and carry on a business,  and
     is duly  qualified to do business and is in good standing in Colorado.  All
     actions taken by the  Incorporators,  directors and  shareholders of ISSUER
   have been valid and in accordance with the laws of the State of Colorado.

          ii.  Capital.   The  authorized   capital  stock  ISSUER  consists  of
     100,000,000 shares of common stock, $.0001 par value, of which no more than
     30,409,992 are issued and outstanding  stock.  All  outstanding  shares are
     fully  paid  and non  assessable,  free of  liens,  encumbrances,  options,
     restrictions  and legal or  equitable  rights of others not a party to this
     Agreement. At closing, there will be no outstanding subscriptions, options,
     rights,   warrants,   convertible   securities,   or  other  agreements  or
     commitments  obligating  ISSUER to issue or to transfer  from  treasury any

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     additional shares of its capital stock.  Immediately  following the closing
     there will be no more than  33,409,992  shares of common  stock  issued and
     outstanding.  None of the  outstanding  shares of ISSUER are subject to any
     stock restriction agreements.  All of the shareholders of ISSUER have valid
     title to such shares and acquired their shares in a lawful  transaction and
in accordance with the laws of Colorado.                              

     3. SHAREHOLDERS, convertible debt holders and CEOC represent and warrant to
ISSUER the following:                                                           

          i.  Organization  CEOC  is  a  corporation  duly  organized,   validly
     existing, and in good standing under the laws of Florida, has all necessary
     corporate  powers to own  properties  and carry on a business,  and is duly
     qualified  to do business and is in good  standing in Florida.  All actions
     taken by the Incorporators,  directors and shareholders of United have been
valid and in accordance with the laws of Florida.                     

          ii. Shareholders and Issued Stock. Exhibit A annexed hereto sets forth
     the names and share/convertible  debt holdings of 100% of CEOC shareholders
and convertible debt holders.                                         

          iii.  Absence of Changes.  Since the date of the financial  statements
     (March 31,  2005,  attached  hereto),  there has not been any change in the
     financial  condition or operations of CEOC,  except changes in the ordinary
     course of business, which changes have not in the aggregate been materially
adverse.                                                              

          iv. Liabilities. CEOC does not have any debt, liability, or obligation
     of any nature, whether accrued,  absolute,  contingent,  or otherwise,  and
     whether due or to become due, that is not  reflected on the CEOC  financial
     statements.  CEOC is not  aware  of any  pending,  threatened  or  asserted
     claims, lawsuits or contingencies involving CEOC or its common stock. There
     is no dispute of any kind between the CEOC and any third party, and no such
     dispute  will exist at the closing of this  Agreement.  At closing,  United
     will  be  free  from  any  and  all  liabilities,   liens,   claims  and/or
commitments.                                                          

          v. Ability to Carry Out  Obligations.  CEOC has the right,  power, and
     authority to enter into and perform its  obligations  under this Agreement.
     The execution and delivery of this Agreement by Issuer and the  performance
     by United of its  obligations  hereunder  will not  cause,  constitute,  or
     conflict  with or  result  in (a) any  breach  or  violation  or any of the
     provisions  of or  constitute  a  default  under  any  license,  indenture,
     mortgage, charter, instrument,  articles of incorporation,  bylaw, or other
     agreement or instrument to which CEOC or its  shareholders  are a party, or
     by which they may be bound, nor will any consents or  authorizations of any
     party other than those  hereto be  required,  (b) an event that would cause
     United to be liable to any party,  or (c) an event that would result in the
     creation or imposition or any lien,  charge or  encumbrance on any asset of
CEOC or upon the securities of ISSUER to be acquired by SHAREHOLDERS. 

          vi. Full Disclosure.  None of the  representations and warranties made
     by the  CEOC,  or in  any  certificate  or  memorandum  furnished  or to be
     furnished by the CEOC,  contains or will contain any untrue  statement of a
     material  fact,  or omit any  material  fact the omission of which would be
misleading.                                                           

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          vii.  Contract  and  Leases.  CEOC is not  currently  carrying  on any
     business and is not a party to any contract,  agreement or lease. No person
holds a power of attorney from CEOC.                                  

          viii.  Compliance  with Laws.  CEOC has complied  with,  and is not in
     violation of any federal,  state, or local statute,  law, and/or regulation
     pertaining to CEOC. CEOC has complied with all federal and state securities
     laws  in  connection  with  the  issuance,  sale  and  distribution  of its
securities.                                                           

          ix. Litigation.  CEOC is not, (and has not been), a party to any suit,
     action,  arbitration,  or legal,  administrative,  or other proceeding,  or
     pending  governmental  investigation.  To the best  knowledge  of the CEOC,
     there is no basis for any such action or  proceeding  and no such action or
     proceeding  is  threatened  against  CEOC and CEOC is not  subject to or in
     default  with  respect to any  order,  writ,  injunction,  or decree of any
     federal,   state,   local,  or  foreign  court,   department,   agency,  or
instrumentality.                                                      

          x. Conduct of Business.  Prior to the closing,  CEOC shall conduct its
     business in the normal course,  and shall not (1) sell,  pledge,  or assign
     any assets (2) amend its Articles of Incorporation  or Bylaws,  (3) declare
     dividends,  redeem  or sell  stock  or  other  securities,  (4)  incur  any
     liabilities, (5) acquire or dispose of any assets, enter into any contract,
     guarantee  obligations  of any third  party,  or (6)  enter  into any other
transaction.                                                          

          xi. Corporate  Documents.  Copies of each of the following  documents,
     which are true  complete  and  correct in all  material  respects,  will be
attached to and made a part of this Agreement:                        

(1)  Articles of Incorporation;                             
(2)  Bylaws;                                                
(3)  Minutes of Shareholders Meetings;                      
(4)  Minutes of Directors Meetings;                         
(5)  List of Officers and Directors;                        
          (6)  Current  Balance Sheet together with other  financial  statements
described in Section 2(iii);                      
          (7)  Stock register and stock records of CEOC and a current,  accurate
list of CEOC's shareholders.                      

          xii. Documents. All minutes, consents or other documents pertaining to
     United to be delivered at closing shall be valid and in accordance with the
laws of Florida.                                                      

          xiii.  Title.  The  Shares to be issued  to  SHAREHOLDERS  will be, at
     closing, free and clear of all liens, security interests, pledges, charges,
     claims,  encumbrances and restrictions of any kind. None of such Shares are
     or will be subject to any voting trust or agreement. No person holds or has
     the right to receive any proxy or similar  instrument  with respect to such

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     shares, except as provided in this Agreement,  the ISSUER is not a party to
     any agreement which offers or grants to any person the right to purchase or
     acquire any of the  securities  to be issued to  SHAREHOLDERS.  There is no
     applicable local, state or federal law, rule,  regulation,  or decree which
     would, as a result of the issuance of the Shares to  SHAREHOLDERS,  impair,
   restrict or delay SHAREHOLDERS' voting rights with respect to the Shares.

     4.  INVESTMENT  INTENT.  SHAREHOLDERS  agree that the shares  being  issued
pursuant  to this  Agreement  may be sold,  pledged,  assigned,  hypothecate  or
otherwise  transferred,  with or  without  consideration  (a  "Transfer"),  only
pursuant to an effective registration statement under the Act, or pursuant to an
exemption from  registration  under the Act, the  availability of which is to be
established to the satisfaction of ISSUER.                                      

     5. CLOSING.  The closing of this transaction  shall take place at Freemont,
California office of ISSUER.                                                    

6. DOCUMENTS TO BE DELIVERED AT CLOSING.                              

i.   By the ISSUER                                                    

          (1)  Board  of  Directors  Minutes   authorizing  the  issuance  of  a
     certificate or certificates for 3,000,000  Shares,  registered in the names
     of the  SHAREHOLDERS  based upon their  holdings  in United as agreed to on
Exhibit A.                                                            

ii.  By SHAREHOLDERS AND CEOC                                         

          (1) Delivery to the ISSUER, or to its Transfer Agent, the certificates
     representing  100%  of  the  issued  and  outstanding  stock  of  CEOC  and
     representations  that 100% of the convertible  debt of United is considered
paid in full.                                                         

          (2) Consents signed by all the  shareholders of CEOC consenting to the
terms of this Agreement.                                              

(3) The resignation of all officers of CEO                  

          (4) A Board of Directors  resolution  appointing such person as ISSUER
designate as a director(s) of CEOC.                                   

          (5) The  resignation  of all the  directors  of CEOC,  except  that of
     SHAREHOLDER'S designee,  dated subsequent to the resolution described in 3,
above.                                                                

          (6) Audited financial statements of the CEOC filed with the SEC, which
     shall  include  a  current  balance  sheet and  statements  of  operations,
    stockholders equity and cash flows for the twelve month period then ended.

          (7) All of the business and corporate  records of CEOC,  including but
     not limited to correspondence files, bank statements,  checkbooks,  savings
     account books,  minutes of shareholder  and directors  meetings,  financial
     statements,  shareholder listings,  stock transfer records,  agreements and
contracts.                                                            

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          (7) Such other  minutes of United  shareholders  or  directors  as may
reasonably be required by ISSUER.                                     

          (8) An Opinion Letter from CEOC's  Attorney  attesting to the validity
and condition of the CEOC.                                            

7. REMEDIES.                                                          

          i.  Arbitration.  Any controversy or claim arising out of, or relating
     to, this Agreement, or the making,  performance, or interpretation thereof,
     shall be settled by arbitration in Freemont,  California in accordance with
     the  Rules of the  American  Arbitration  Association  then  existing,  and
     judgment  on the  arbitration  award may be  entered  in any  court  having
jurisdiction over the subject matter of the controversy.              

8. MISCELLANEOUS.                                                     

          i.  Captions  and  Headings.   The  Article  and  paragraph   headings
     throughout this Agreement are for convenience and reference only, and shall
     in no way be  deemed  to  define,  limit,  or  add  to the  meaning  of any
provision of this Agreement.                                          

          ii. No oral change.  This Agreement and any provision hereof,  may not
     be  waived,  changed,  modified,  or  discharged  orally,  but  only  by an
     agreement in writing  signed by the party against whom  enforcement  of any
waiver, change, modification, or discharge is sought.                 

          iii. Non Waiver. Except as otherwise provided herein, no waiver of any
     covenant, condition, or provision of this Agreement shall be deemed to have
     been made unless  expressly in writing and signed by the party against whom
     such waiver is  charged;  and (I) the failure of any party to insist in any
     one or more cases upon the performance of any of the provisions, covenants,
     or conditions of this Agreement or to exercise any option herein  contained
     shall not be construed as a waiver or relinquishment  for the future of any
     such  provisions,   covenants,  or  conditions,   (ii)  the  acceptance  of
     performance  of anything  required by this  Agreement to be performed  with
     knowledge of the breach or failure of a covenant,  condition,  or provision
     hereof shall not be deemed a waiver of such breach or failure, and (iii) no
     waiver by any party of one breach by another  party shall be construed as a
waiver with respect to any other or subsequent breach.                

          iv. Time of Essence.  Time is of the essence of this  Agreement and of
each and every provision hereof.                                      

          v. Entire Agreement.  This Agreement contains the entire Agreement and
     understanding   between  the  parties  hereto,  and  supersedes  all  prior
agreements and understandings.                                        

          vi. Counterparts. This Agreement may be executed simultaneously in one
     or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.          

          vii. Notices. All notices, requests, demands, and other communications
     under this  Agreement  shall be in writing and shall be deemed to have been

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     duly given on the date of service if served personally on the party to whom
     notice is to be given,  or on the third day after  mailing if mailed to the
     party to whom notice is to be given,  by first class  mail,  registered  or
     certified, postage prepaid, and properly addressed, and by fax, as follows:

ISSUER:              Pegasus Wireless Corp.                   
48499 Milmont Drive 
Freemont, CA 94538  

STOCKHOLDERS         c/o Mintmire & Assoc                     
       265 Sunrise Ave., Suite 204
Palm Beach, FL 33480

IN WITNESS WHEREOF,  the undersigned has executed this Agreement this 4th day of
April 2005.                                                                     

By: /s/ Larry Creeger                                                           
---------------------------------                                               
Larry Creeger, President and sole                                               
Director                                                                        
CEO Channel.com, Inc.                                                           
(SHAREHOLDERS)                                                                  

By: /s/ Stephen H. Durland                                                      
---------------------------------                                               
Stephen H. Durland, CFO and                                                     
Director                                                                        
Pegasus Wireless Corp.,                                                         
(ISSUER)                                                                        

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/5/05							10KSB,  10QSB,  10QSB/A
For Period End:		4/4/05							10KSB,  10QSB,  8-K/A
		3/31/05		2					10QSB,  NT 10-K
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