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Exhibit 10.4
Memorandum of Affiliation Between Xxxxxxxx X. Xxxx and Terra Systems Inc.
It is agreed between Terra Systems Inc. and Xxxxxxxx X. Xxxx that Xx. Xxxx shall
affiliate with Terra Systems Inc. under the following conditions:
Base Pay shall be $120,000.00 per year. Payment to be made on the 1st and 15th
of each month at the rate of $5,000.00 per pay period.
The term of Affiliation shall be Minimum of three years.
All Holidays and Vacation shall be paid and taken at such a time that Xx. Xxxx'x
absence will not interfere with the business at hand of MIE.
A monthly vehicle allowance of $500.00 shall be given to Xx. Xxxx.
Office space will be provided for Xx. Xxxx in Soda Springs Idaho for the term of
the agreement.
Office expenses shall be provided by MIE for the Soda Springs office.
Should early termination of the Xx. Xxxx'x position occur for any reason, Xx.
Xxxx shall receive full and usual benefits for up to 52 weeks. As Xx. Xxxx will
be an officer and director of the company, base salary severance will be
protected by the by-laws of the public company.
MIE or TSYI shall cover the cost of COBRA for an interim until a benefits
package is fully in place as approved by the Board of Directors.
Should Xx. Xxxx be required by the company to relocate from Soda Springs Idaho,
all reasonable moving expenses including acquisition and disposition of Real
Estate shall be paid by the company.
Agreed to for:
Terra Systems Inc. Xxxxxxxx X. Xxxx
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxxxx X. Xxxx
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Chief Executive Officer
Date: May 12. 2005 Date: May 12, 2005
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