Exhibit 5
AGREEMENT
AGREEMENT, made and effective this ___ day of October, 1998, by and
between GLOBAL SPILL MANAGEMENT, INC., a Nevada corporation ("Global") and
SUISSE CAPITAL COMPLEX, INC., a _____ corporation ("Suisse").
Background
In consideration for the assistance and services rendered by Suisse to
Global in connection with the purchase by Global of all of the stock in Biofarm,
S.A. ("Biofarm") owned by Litchfield Continental, Ltd. or its affiliates
("Litchfield"), Global agrees to the following payments to Suisse:
Upon execution hereof by both parties, Global shall issue to Suisse
200,000 shares of unregistered common stock, .001 par value, with an appropriate
restrictive legend ("Legended Stock"). All shares of Legended Stock issued under
this Agreement shall be full-paid and non-assessable as of the issue date.
This Agreement represents the entire agreement of the parties with
respect to the subject matter hereof and all prior agreements with respect to
such subject matter are deemed merged herein. No amendments to this Agreement
may be made except in writing, signed by both parties.
This Agreement shall be governed by and construed under the laws of the
State of New York. Any disputes concerning this Agreement or the duties or
obligations of the parties shall be resolved in the State or Federal Courts of
the State of New York and in the County of New York, and each party agrees to
the exclusive jurisdiction of such courts and agrees to personal jurisdiction
therein.
Each person executing this Agreement represents he or she has full
power and authority to bind the party for which he or she signs to all of the
terms and conditions hereof.
This Agreement is not assignable, in whole or in part, by either party
and any such assignment shall be deemed void ab initio.
This Agreement may be executed in one or more counterparts, all of which
together shall constitute one agreement.
IN WITNESS WHEREOF, the parties hereto, by and through their authorized
officers, have executed this Agreement and made it effective this ___ day of
October, 1998.
GLOBAL SPILL MANAGEMENT, INC.
BY: /s/ Xxxxx Esrine (SEAL)
----------------------
Vice - President
/s/ October 16, 1998
ATTEST:______________________(SEAL)
Secretary
SUISSE CAPITAL COMPLEX, INC.
BY: Xxx Xxxx (SEAL)
----------------------
Chief Financial Officer
ATTEST:______________________(SEAL)
Secretary
/s/ October 2, 1998
