Exhibit
99.1
AGREEMENT
THIS
AGREEMENT made this 29th day of
February, 2008, by and between THE QUIGLEY CORPORATION, a Nevada corporation,
registered to do business in the Commonwealth of Pennsylvania (hereinafter
called “Quigley”) and INNERLIGHT HOLDINGS, INC., a Delaware corporation, with
its main place of business located at 867 East 260 South, Provo, Utah 84606
(hereinafter called “InnerLight Holdings”).
WHEREAS,
Quigley formed a wholly-owned subsidiary, Darius International Inc., a Delaware
corporation, registered to do business at 621 Shady Retreat Road, Doylestown, PA
18901 on January 10, 2000;
WHEREAS,
Darius International Inc. formed Innerlight Inc. f/k/a Darius Marketing Inc., a
Delaware corporation, qualified to do business in Utah on December 20, 2000;
and
WHEREAS,
the Quigley Board of Directors has determined that it is in Quigley's best
interest to sell all of its stock in Darius International Inc.
NOW,
THEREFORE, INTENDING TO BE LEGALLY BOUND HEREBY, THE PARTIES AGREE AS
FOLLOWS:
1. For
the sum of $1,000,000.00 Quigley will convey all of its right, title, and
interest to the stock it holds in Darius International Inc. to InnerLight
Holdings, Inc.
2. This
Agreement is contingent upon InnerLight Holdings, Inc. delivering the funds
referenced in Paragraph 1 to The Quigley Corporation no later than 5:00 P.M. on
February 29, 2008.
3. The
transaction shall close as of 11:59 P.M. on February 29, 2008.4.Quigley’s sole
warranty and representation is that it is taking all appropriate corporate
action to allow it to convey its stock in Darius to InnerLight Holdings,
Inc. Quigley makes no representations, warranties or covenants
relating to its stock in Darius or any matter relating to Darius and its
subsidiaries.
5. InnerLight
Holdings specifically represents and warrants to The Quigley Corporation that it
is purchasing the stock with full knowledge that Darius International Inc. may
be insolvent, that there are claims against Darius International Inc. and its
subsidiaries, contingent or otherwise, which could render Darius International
Inc. or its subsidiaries insolvent, that Quigley makes no representation that
any litigation currently pending against Darius International Inc. or its
subsidiaries including, but not limited to, actions involving Robert O. and
Shelley Young, Matrix Inc., and ReadyCash Inc. will not result in adverse
judgments against Innerlight Inc., a wholly-owned subsidiary of Darius
International Inc. or Darius, which could cause Darius to become
insolvent.
6. InnerLight
Holdings shall not convey or transfer any of the shares referenced in this
Agreement to any other entity or party without giving notice of this Agreement
to the individual(s) or parties to whom its shares are transferred.
7. InnerLight
Holdings shall indemnify and hold Quigley, its officers, directors, attorneys,
and employees harmless, including attorneys' fees and costs for any action
brought against it or them as a result of any claim arising from the transfer
and sale of the stock owned by Quigley in Darius International Inc., or any
other claim arising out of Quigley's ownership of Darius International or its
subsidiaries now or in the past or in the future, or any Darius or its
subsidiaries act(s) or omission(s) of Darius International Inc. during Quigley's
ownership of its stock in Darius.
8. For
ONE DOLLAR ($1.00) in hand paid and for other good and valuable consideration,
Innerlight Inc. and Darius International Inc. agree that they shall
indemnify and hold Quigley, its officers, directors, attorneys, and employees
harmless, including attorneys' fees and costs for any action brought against it
or them as a result of any claim arising from the transfer and sale of the stock
owned by Quigley in Darius International Inc., or any other claim arising out of
Quigley's ownership of Darius International or its subsidiaries now or in the
past or in the future, or any Darius or its subsidiaries act(s) or omission(s)
of Darius International Inc. during Quigley's ownership of its stock in
Darius.
9. This
Agreement shall be governed by the law of the Commonwealth of Pennsylvania and
the parties agree that any dispute arising under this Agreement shall be tried
in the Court of Common Pleas of Bucks County, Pennsylvania, which shall have
exclusive jurisdiction and venue over such disputes.
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ATTEST:
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THE
QUIGLEY CORPORATION
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/s/ George J. Longo |
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By:
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/s/ Guy J. Quigley |
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ATTEST:
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INNERLIGHT
HOLDINGS, INC.
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/s/ Heber Maughan |
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By:
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/s/ Kevin P. Brogan |
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ATTEST:
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DARIUS
INTERNATIONAL INC.
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/s/ George J. Longo |
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By:
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/s/ Charles A. Phillips |