Exhibit 10.8
BSI2000, Inc.
AGREEMENT TO REPLACE OPTIONS WITH COMMON STOCK
This Agreement entered into as of September 11, 2001 is between BSI2000,
Inc. (the "Company") and Xxxx Xxxxxx and Xxxxx Xxxxx (together the "Employees").
Where as the Employees have been granted options to purchase common stock
under the Company's Employee Stock Option Plan, and
Where as the options are exercisable at $.625 per share, and
Where as the current value of the shares has been determined to be $.001
per share, and
Where as the Company wishes to reward the Employees for faithful service
under trying conditions and wishes to retain the services of the Employees, now
then the Company and the Employees
Agree as follows:
1. The company shall issue 2,500,000 shares of common stock to Xxxx
Xxxxxx and 212,045 shares of common stock to Xxxxx Xxxxx. The shares
shall be valued at $.001 per share and shall be fully earned and
non-forfeitable when issued.
2. All options previously issued to the Employees shall be surrendered
by the Employees and cancelled by the Company.
3. The common stock issued to the Employees shall be subject to such
transfer and resale restrictions as may be imposed by the Company's
Board of Directors for a term not to exceed ____ years.
4. The Board may require that the shares bear a restrictive legend
referencing this agreement and/or that the shares be escrowed.
5. The restrictions on transfer and resale shall also apply to any
shares received by the Employees as a result of any recapitalization
or sale of the Company or any merger of the Company with another
company.
SIGNATURES
BSI2000, Inc. Employees:
/s/ Xxxx Xxxxxx /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, President Xxxx Xxxxxx
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
