AGREEMENT
THIS AGREEMENT is entered into the 15th day of April, 1999 (the "Agreement
Date"), by and between CYCLO3PSS CORPORATION, a Delaware Corporation (the
"Company"), and Xxxxxxx X. Xxxxxxxx (the "Employee").
RECITALS
The Company owes Employee $18,000 for wages not paid.
The Company currently has limited cash flow and desires to pay such wages
by issuance of shares of Company stock.
The Employee agrees, on the terms and conditions set forth herein, to
accept 180,000 shares of CYCLO3PSS common stock as payment for $18,000 of wages
not paid.
1. Issuance of Stock. The Company will issue 180,000 shares of the
Company's common stock as payment in full of $18,000 of wages owed to Xxxxxxx X.
Xxxxxxxx. The shares shall be issued at $.10 per share.
2. Acceptance of Stock. Xxxxxxx X. Xxxxxxxx accepts 180,000 of the
Company's common stock as payment in full of $18,000 of wages not paid.
3. Registration of Shares. The Shares have not been registered with the
Securities and Exchange Commission. The Company shall use its best efforts to
register the shares on Form S-8 and keep such Registration in effect with the
Securities and Exchange Commission as soon as practical and not later than six
months from the date hereof.
4. Miscellaneous.
4.1 Amendments. The terms and conditions of this Agreement may be amended
at any time by mutual agreement of the parties, provided that before any
amendment shall be valid or effective it shall have been approved by the Board
of Directors of the Company, reduced to writing and signed by the Company and
the Employee.
4.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah.
4.3 Entire Agreement. This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.
4.4 Further Action. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.
4.5 Savings Clause. If any provision of this Agreement, or the application
of such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those as to which it is held invalid, shall not be
affected thereby.
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4.6 Legal Fees and Expenses. The prevailing party in any proceeding
brought to enforce or interpret any provision of this Agreement shall be
entitled to recover its attorney's fees, costs and disbursements incurred in
connection with such proceeding, including, but not limited to the costs of
experts, accountants and consultants and all other costs and services reasonably
related to the proceeding, including those incurred in any bankruptcy or appeal,
from the non-prevailing party or parties.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above-written.
CYCLO3PSS CORPORATION, Employee:
a Delaware Corporation:
By /s/ Mondis Nkoy By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------- --------------------------
Mondis Nkoy, Secretary Xxxxxxx X. Xxxxxxxx
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