Resignation Memorandum of Chairman and Director Peter Shandro to XML-Global Technologies, Inc. Board

Summary

Peter Shandro, Chairman and Director of XML-Global Technologies, Inc., formally resigns due to disagreements with Paradigm Fund regarding the Board's role in business decisions. He requests the appointment of a replacement director for subsidiaries, a new bank account signatory, the purchase of all his and his family's company stock by XML-Global or Paradigm, and indemnification for actions taken during his tenure. The memorandum outlines steps for a smooth transition following his resignation.

EX-1.0 3 exh1-8k.htm MEMORANDUM TO BOARD OF DIRECTORS

Memo:

To:		Board of Directors, XML-Global Technologies, Inc.
From:		Peter Shandro
Date:		December 17, 2003

_________________________________________________________________________________

Following a meeting with Paradigm fund last week, it is clear that there are irreconcilably differences of opinion between me and the principals of the Paradigm Fund as to what role I and the Board of Directors should play in the selection of a potential business opportunity for XML Global. Accordingly, and with regret, I have no option but to resign as Chairman of the Board and a Director of XML-Global Technologies, Ltd.

To effect the transition from the Board the following issues must be dealt with:

	*	A substitute Director must be appointed to replace me on the various subsidiaries of XML -Global Technologies, Inc.
	*	At the earliest opportunity, an alternative signatory must be found for the bank accounts.
	*	All common stock owned by me, my company and my wife must be purchased by the Company or Paradigm.
	*	Paradigm and the Company must indemnify me with respect to all actions undertaken by the Company, or management of the Company.

Yours truly,

/s/ Peter Shandro
Peter Shandro