AGREEMENT TO ACCEPT STOCK FOR SERVICES
This Agreement is entered into on April 25, 2001 by and between
Knowledge Transfer Systems, Inc. ("KTSI") and Xxxxxxxx X. Xxxxxxx
("Shareholder").
1. KTSI is a publicly held company currently trading on the OTC
market under the ticker symbol KTSI. KTSI was formerly known as
GoThink!.com. Inc.
2. Shareholder has provided services to KTSI during the past 12
months either as an employee, contractor or consultant. The
parties stipulate to the value of these services as being
$100,000.
3. Shareholder has not received any payment or other remuneration
for the provision of these services to KTSI.
4. As full payment of the services provided by Shareholder to KTSI,
the parties agree and stipulate that Shareholder will receive
2,000,000 shares ("the Shares") of common stock of KTSI. KTSI
will agree to register, on behalf of Shareholder the Shares under
Regulation S-8, so that the Shares will become "free trading"
shares.
5. In addition to the Shares, the parties have agreed that
Shareholder will purchase an additional 2,000,000 shares (the
"Purchase Shares") of KTSI common stock at a purchase price of 5
cents per shares, for a total purchase price of $100,000. The
payment for such shares shall be made in the form of a
non-recourse promissory note issued by Shareholder in favor of
KTSI which note shall be due and payable on December 31, 2003.
The Purchase shares shall be issued by KTSI immediately, but
shall be restricted under applicable securities laws and shall
also be subject to a "Lockup/Leakout" agreement with KTSI for
a period of 24 months, in a form suitable to both parties.
6. The parties both release each other from all other forms of
compensation or obligations except for the obligations
specifically referenced herein, and Shareholder agrees
that he/she has been fully compensated for all services
rendered on behalf of KTSI, or its predecessor.
7. This agreement shall be governed in accordance with Nevada law,
and shall govern all matters related to the issues contained
herein.
Knowledge Transfer Systems, Inc.
/s/Xxxxx Xxxxx
________________________________
By: Xxxxx Xxxxx, President
"Shareholder"
/s/Xxxxxxxx X. Xxxxxxx
________________________________
By: Xxxxxxxx X. Xxxxxxx
