AGREEMENT TO ACCEPT STOCK FOR SERVICES
This Agreement is entered into on April 25, 2001 by and between
Knowledge Transfer Systems, Inc. ("KTSI") and JLC Holding, Inc. ("Shareholder").
1. KTSI is a publicly held company currently trading on the OTC market
under the ticker symbol KTSI. KTSI was formerly known as GoThink!.com.
Inc.
2. Shareholder has provided services to KTSI during the past 12 months
either as an employee, contractor or consultant. The parties stipulate
to the value of these services as being $35,000.
3. Shareholder has not received any payment or other remuneration for the
provision of these services to KTSI.
4. As full payment of the services provided by Shareholder to KTSI, the
parties agree and stipulate that Shareholder will receive 700,000
shares ("the Shares") of common stock of KTSI. KTSI will agree to
register, on behalf of Shareholder the Shares under Regulation S-8, so
that the Shares will become "free trading" shares.
5. In addition to the Shares, the parties have agreed that Shareholder
will purchase an additional 3,000,000 shares (the "Purchase Shares")
of KTSI common stock at a purchase price of 5 cents per shares, for a
total purchase price of $150,000. The payment for such shares shall be
made in the form of a non-recourse promissory note issued by
Shareholder in favor of KTSI which note shall be due and payable on
December 31, 2003. The Purchase shares shall be issued by KTSI
immediately, but shall be restricted under applicable securities laws
and shall also be subject to a "Lockup/Leakout" agreement with KTSI
for a period of 24 months, in a form suitable to both parties.
6. The parties both release each other from all other forms of
compensation or obligations except for the obligations specifically
referenced herein, and Shareholder agrees that he/she has been fully
compensated for all services rendered on behalf of KTSI, or its
predecessor.
7. This agreement shall be governed in accordance with Nevada law, and
shall govern all matters related to the issues contained herein.
Knowledge Transfer Systems, Inc.
/s/Xxxxx Xxxxx
________________________________
By: Xxxxx Xxxxx, President
"Shareholder"
/s/JLC Holding, inc.
________________________________
JLC Holding, Inc.
