EXHIBIT 99.2
TERMINATION AGREEMENT
This Termination Agreement ("Agreement") relates to all Unit Option Agreement(s)
under the 1998 Incentive Plan for Key Employees of Electronic Sensor Technology,
L.P. (the "Company") by and between the Company and Xxxxxx Xxxxxxx, a key
Employee in the Company ("Employee") dated as of various dates from January 1,
1999 to December 31, 2003 (collectively, "Prior Option Agreements"). Capitalized
terms used in this Agreement that are not otherwise defined shall have the
meaning set forth in the Company's 1998 Incentive Plan for Key Employees (the
"Plan").
RECITALS
WHEREAS, Employee holds options to purchase Company Units of limited partnership
interest under the Prior Option Agreements ("EST Option");
WHEREAS, Company intends to be acquired ("Acquisition") by Bluestone Ventures,
Inc., a Nevada corporation whose common stock is publicly-traded on the
Over-The-Counter Bulletin Board ("Acquirer"), and subsequent equity financing
transaction to provide capital resources that will facilitate the Company's R&D,
product commercialization, and manufacturing efforts and will provide liquidity
to the company's equity holders;
WHEREAS, Acquirer has conditioned the Acquisition and Financing upon the
termination of Optionee's and all other Employees' options ("EST Options") to
purchase units of Company limited partnership interest ("Units") and will have
committed to issue an equivalent the subsequent issuance of options to purchase
Acquirer common stock;
WHEREAS, Employee believes that the Acquisition will provide significant
indirect benefits to the Employee by improving the prospects for the Company's
business and providing greater liquidity of the equity securities underlying
Employee's options.
AGREEMENT
NOW THEREFORE, Employee and the Company do hereby agree as follows:
1. EST Option Termination. As of this date, all Prior Option Agreements
are hereby terminated in their entirety and shall have no further
force or effect. The Employee shall no longer have any right to
purchase any Units or any other equity interest in the Company. Under
this Agreement, the Employee shall have no other rights or remedies
other than the right to acquire an equivalent option to purchase
Acquirer common stock as set forth below in Section 2.
2. Acquirer Option Insurance. Following the closing of the Acquisition,
the Company shall cause Acquirer to issue an option ("Acquirer
Option") to purchase shares of Acquirer common stock ("Shares"). The
exercise price per share and number of underlying Shares of the
Acquirer Option will be same
price as the exercise price per Unit and number of underlying Units,
respectively, of the EST Option. All other terms and conditions of the
Acquirer Option will be similar to the EST Option unless otherwise
necessary to conform to the Acquirer Option Plan.
3. Miscellaneous. If a copy or counterpart of this Agreement is
originally executed and such copy or counterpart is thereafter
transmitted electronically by facsimile or similar device, such
facsimile document shall for all purposes be treated as if manually
signed by the party whose facsimile signature appears. This Agreement
constitutes the entire agreement and supersedes all other prior
agreements and understandings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof.
This Agreement shall be governed by California law without regard to
conflict of law principles.
IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement
as of the day and year first written above.
EMPLOYEE ELECTRONIC SENSOR TECHNOLOGY, L.P., a
California limited partnership
By: AMERASIA TECHNOLOGY, INC.,
By: /s/ Xxxxxx Xxxxxxx Its: General Partner
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[Xxxxxx Xxxxxxx]
By: /s/ Xxxxx Xxx
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Xxxxx Xxx, President
Date: Jan. 24, 2005 Date: Jan. 22, 2005
Number of Options: 100,000
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