As of November 26, 2005, Crystalix Group International, Inc. (“Crystalix”) entered into a Stock Exchange for Principle Debt and Forgiveness of Interest Agreement with CMKXTREME, Inc. and UAJC 2005 Irrevocable Trust (the “Lenders”), in which the Lenders agreed to forgive all accrued interest on the Lenders’ promissory notes and to accept 47,000,000 shares of common stock as full and complete payment of these notes. The trustee of the UAJC 2005 Irrevocable Trust is the beneficial owner of CMKXTREME, Inc.

Crystalix executed and delivered a promissory note in the amount of $2,000,000 dated September 23, 2004 to CMKXTREME, Inc. This note was amended and restated as of April 11, 2005, so that interest accrued through May 31, 2005 under the original note but not paid would be due on the maturity date of October 1, 2007 and monthly principal payments of $83,333 and interest accrued from June 1, 2005 would be paid beginning July 1, 2005. As of September 30, 2005, the outstanding principal balance of this note was $2,000,000 and accrued interest was $202,603.

In addition, Crystalix executed and delivered a promissory note in the amount of $1,000,000 dated April 11, 2005 to UAJC 2005 Irrevocable Trust. That note also required monthly payments of principal and interest beginning July 1, 2005. As of September 30, 2005, the outstanding principal balance of this note was $540,000 and accrued interest was $21,600.

On November 29, 2005, Crystalix entered into a similar agreement with John S. Woodward, in which Mr. Woodward agreed to forgive all accrued interest on his promissory note and to accept 34,000,000 shares of common stock as full and complete payment of these notes. Mr. Woodward’s note was in the principal amount of $1,824,000 dated July 21, 2004, and required monthly payments of principal and interest beginning January 1, 2005. As of September 30, 2005, the outstanding principal balance of this note was $1,824,000 and accrued interest was $218,255. Mr. Woodward has been a director of the Crystalix at all times pertinent to this promissory note.

Crystalix anticipates that it will enter into a similar agreement with Kevin Ryan, the controlling shareholder of Crystalix. Accordingly, a change in control of Crystalix would not occur.

Reference is made to the disclosure in Item 1.01 above. Immediately prior to entering into these agreements, 26,715,192 shares of Common Stock were issued and outstanding.

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