AQUACELL TECHNOLOGIES, INC.
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DEAL POINTS TO CONCLUDING AGREEMENT WITH
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XXXXXXX WATER TECHNOLOGIES, INC.
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1. In exchange for the return of the exclusive under the
Distribution Agreement and Joint Venture Agreement, Xxxxxxx
Water will recover its net advances in the water business up
to $1,336,582, per attached analysis prepared at your request,
by Xxxx Xxxxx after his visit to Forth Worth. This amount
will be recovered through the proceeds received from:
. Payments from AquaCell based upon 5% of the revenues
generated by its Global Water-Aquacell subsidiary.
. Proceeds from sales of AquaCell stock under Rule 144,
including proceeds from shares sold in may, 2003.
. Proceeds from sales of stock in AquaCell Media, Inc., under
Rule 144.
2. Xxxxxxx Water continues to sell, on a non-exclusive basis, in
the areas in which it retains salesmen.
3. S & B Technical purchases AquaCell's 15% interest in Xxxxxxx
Water for $274,000 in exchange for a three-year note. The
note will carry interest at 4% to be paid on a semi-annual
basis. The principal will be repaid from 100% of the 5%
commission payments received by Xxxxxxx Water and 100% of the
proceeds received from the proceeds from sales of AquaCell
stock after the recapture of the net advances of $1,338,582.
4. Xxxxxxx will retain 100,000 warrants at a $5 exercise price.
Xxxxxxx will return the 100,000 warrants exercisable at $6 and
the 100,000 warrants exercisable at $7 so that AquaCell is not
required to take additional Black Scholes write-offs.
5. On Monday June 2, 2003 Xxxxxxx Water will wire $204,245 to
STB/Overlook Ventures/Xxx Xxxxx in full payment of the
remaining open invoices.
6. Upon acknowledgement of receipt of the wire AquaCell will
cause its attorney to issue an Opinion of Counsel with respect
to the 117,000 shares pursuant to Rule 144.
7. AquaCell will convert inventory in accordance with our
previous discussion: 300UVs to 300ROs and 500UVs to 500ROs at
no charge, and model 100s to 300ROs based upon the difference
in the selling price of the coolers to Xxxxxxx Water.
8. This agreement supercedes all previous agreements executed
between the parties.
9. AquaCell will not delay future Opinions of Counsel for sale of
stock under Rule 144.
AquaCell Technologies, Inc. Xxxxxxx Water Technologies, Inc.
S & B Technical Products, Inc.
/s/ Xxxxx X. Xxxxxx /s/ Xxxx Xxxxxxx, XX.
________________________ _____________________________
By: Xxxxx X. Xxxxxx, CEO By: Xxxx Xxxxxxx, XX.
