EXHIBIT 10.4
AGREEMENT
Dated: Effective as of June 30, 2004
Between: Xxxxxxx X. Xxxxxx ("Xxxxxx")
And: California Clean Air, Inc. ("Company")
This Agreement supercedes and replaces the Agreement effective as of
March 31, 2004, between Xxxxxx and the Company in its entirety.
WHEREAS, Xxxxxx has advanced certain operating funds to the Company
which, as of June 30, 2004, total One Hundred Twenty-Four Thousand Three Hundred
and Thirty-Four Dollars ($124,334) ("Sums Advanced");
WHEREAS, Xxxxxx and Company desire to set forth their agreement and
understanding with respect to the right of Xxxxxx to demand repayment by the
Company of the Sums Advanced.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. The Sums Advanced shall be considered a non-interest bearing loan by
Xxxxxx to the Company which shall be repaid on demand.
2. Xxxxxx agrees not to demand repayment of the Sums Advanced until
July 1, 2005, after which date Xxxxxx shall be entitled to demand repayment, in
whole or in part, of the Sums Advanced, and only from revenues derived from
operations.
3. The Company shall make payment to Xxxxxx within five (5) business
days after receipt from Xxxxxx of written demand for repayment, which demand
shall set forth the amount to be repaid.
4. In the event that Xxxxxx shall be required to undertake any
collection action against the Company to recover any amounts owing hereunder,
Xxxxxx shall be entitled to the recovery of his collection costs, including
reasonable attorney fees.
5. This Agreement shall be governed by the laws of the State of Oregon.
This Agreement represents the entire agreement and understanding of the parties
with respect to its subject matter and supercedes any and all prior agreements
and understandings, written or oral with respect to the subject matter of this
Agreement. This Agreement shall be binding on the respective heirs, legatees,
executors, administrators, successors and assigns of the parties.
WHEREAS, this Agreement is deemed effective as of the date first
written above.
CALIFORNIA CLEAN AIR, INC.
By: /s/XXXXXXX X. XXXXXX /s/XXXXXX X. XXXXX
Xxxxxxx X. Xxxxxx, President Xxxxxx X. Xxxxx
