Exhibit 10.34
TSET, Inc.
000 Xxxxx Xxxxx Xxxxxx, XXX 000
Xxxx Xxxxxx, XX 00000
April 10, 2001
Xx. Xxxxxxx X. Xxxxxxxx
Chief Financial Officer
TSET, Inc.
000 Xxxxx Xxxxx Xxxxxx, XXX 000
Xxxx Xxxxxx, XX 00000
Dear Xx. Xxxxxxxx:
Reference is made to the employment agreement entered into between you
and TSET, Inc. ("TSET"), dated May 19, 2000 (the "Employment Agreement"). You
hereby agree that all references to non-dilution of your stock percentage
ownership interest in TSET shall be deleted from the Employment Agreement.
Except as expressly provided in the preceding sentence, all other provisions of
the Employment Agreement shall remain in full force and effect.
In consideration of the foregoing amendment, TSET shall issue to you
398,475 restricted shares of its common stock. You may elect whether to receive
such shares as a grant, to be issued as and when you request, or as options
fully vested in you as of the date hereof. If you elect to receive such shares
as options, the exercise price therefor shall be $0.885 per share (the closing
price for shares of TSET's common stock as quoted on the over-the-counter
bulletin board exchange on April 9, 2001).
Your execution, in the space provided below, shall evidence your
acceptance of the terms of this amendment.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
AGREED AND ACCEPTED
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxx
