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EXHIBIT 6.7
ACKNOWLEDGEMENT/AGREEMENT
BETWEEN XXXX XXXXXXXX AND OMICRON TECHNOLOGIES, INC.
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EXHIBIT 6.7
ACKNOWLEDGEMENT
DATED this 22nd day of October, 1999
BETWEEN:
Xxxx Xxxxxxxx, an individual residing in the Province of British Columbia,
(Hereinafter referred to as "Xxxx")
OF THE FIRST PART
-AND-
Omicron Technologies, Inc. a corporation with its register office in the
state of Florida.
(Hereinafter referred to as "Omicron")
OF THE SECOND PART
WHEREAS, Xxxx has transferred on behalf of Omicron certain common stock
owned by him in satisfaction of services rendered by individuals and/or
companies ("third parties") to Omicron as set out in Schedule "A" attached
hereto.
WHEREAS, Xxxx released said common stock on the understanding that
Omicron would then reimburse said common stock to Xxxx.
AND WHEREAS, Omicron has acknowledged that such common stock will be
returned to Xxxx forthwith.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the
foregoing premises, the mutual covenants, agreements, representations,
warranties and indemnities of the parties herein set forth, and for other good
and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged by each party), the parties hereto agree as follows:
1. Omicron will reimburse back to Xxxx the common stock that Xxxx has
transferred to third parties on behalf of Omicron as expeditiously as
possible.
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2. Furthermore, if Xxxx were to transfer additional common stock to third
parties in satisfaction of services rendered by such third parties,
Omicron agrees that Xxxx shall be reimbursed back in the same manner as
set out in Paragraph 1.
3. Additionally the type of common stock received by Xxxx shall be in the
same form as the shares that Sterling has transferred to third parties,
in that if such stock is free trading, then Omicron will return free
trading shares to Sterling. If the shares transferred by Xxxx have a
restriction on them, then Omicron will return to Sterling shares with
the same restriction.
4. Omicron agrees to indemnify Xxxx in the event that the unintended
nature of the aforementioned transfer results in any income taxes
payable by Xxxx.
5. This Agreement shall be construed, interpreted and enforced in
accordance with, and the respective rights and obligations of the
parties shall be governed by, the laws of the State of Florida and the
federal laws of the United States of America applicable therein without
reference to any principles of conflicts of laws, and each party
irrevocably and unconditionally attorns to the non-exclusive
jurisdiction of the Courts of Florida and all courts competent to hear
appeals therefrom with respect to any matter arising hereunder or
related hereto.
6. This Agreement shall enure to the benefit of and shall be binding on
and enforceable by the parties hereto and, where the context so
permits, their respective heirs, executors, legal personal
representatives and successors.
IN WITNESS WHEREOF the parties to this Agreement have executed this Agreement.
)
[ILLEGIBLE] ) Omicron Technologies, Inc.
------------------------------ )
Witness ) per: /s/ XXXXX XXXXXX
) ----------------------------------
) Xxxxx Xxxxxx, Secretary/Treasurer
[ILLEGIBLE] )
------------------------------ ) /s/ XXXX X. XXXXXXXX
Witness ) ----------------------------------
Xxxx Xxxxxxxx
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SCHEDULE "A" - SHARE TRANSFERS
8/25/98 990,000 Xxxxx Xxxxxx
8/27/99 200,000 Dynasty Consulting
TOTAL 1,190,000 SHARES
