EX-99.02
April 6, 2004
Xx. Xxxxx Xxxxxx
Chief Executive Officer
Human BioSystems
0000 Xxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Re: Agreement to Accept Common Stock in Reduction of Debt
Dear Xxxxx:
Pursuant to discussions between us, Human Biosystems, a California
corporation ("HBS") has agreed to issue to Silicon Valley Law Group, a
law corporation ("SVLG"), and SVLG has agreed to accept, an aggregate of
Three Hundred Eighteen Thousand One Hundred Eighty-Two (318,182) shares
of HBS common stock (the "Shares") in consideration for the cancellation
of debt owed to SVLG by HBS, in the aggregate amount of Thirty-Five
Thousand Dollars ($35,000) for legal services previously provided. You
have agreed to register the Shares for resale pursuant to a registration
statement on Form S-8. You further agree that immediately upon registration
of the Shares, we may resell the Shares to the public at a rate not to exceed
20,000 Shares per week until all of the Shares have been sold.
Rule 3-310 of the Rules of Professional Conduct of the California State
Bar provides that without the informed written consent of the client:
(A) A member shall not accept or continue representation of a client
without providing written disclosure to the client where: (1) The member
has a legal, business, financial, professional or personal relationship
with a party or witness in the same matter.
SVLG will be a shareholder in HBS upon the issuance of the Shares. At
that time, SVLG will have the rights traditionally afforded shareholders
under California law. At some point, our interest as a shareholder may
be adverse to the interests of HBS. In such case, XXXX would be required
to resign as legal counsel or otherwise eliminate the conflict of
interest. You have the right, and we suggest that HBS exercise such
right, to consult independent legal counsel regarding this matter.
Additionally, the fact that SVLG holds the Shares is not to be construed
or used as an endorsement of HBS. Presently, we do not have sufficient
information regarding HBS to make such an endorsement.
Please acknowledge your understanding and agreement with the terms of
this letter by signing where indicated below. I would be happy to answer any
questions that you may have regarding this matter - please contact me at your
earliest convenience. Very truly yours,
SILICON VALLEY LAW GROUP
By:/s/ Xxxxxxx X. Xxxxx
_________________________
Xxxxxxx X. Xxxxx
CSG/pt
ACKNOWLEDGMENT:
The undersigned hereby acknowledges his understanding and
agreement with the terms of this letter.
HUMAN BIOSYSTEMS,
A California corporation
/s/Xxxxx Xxxxxx
By:_______________________
Xxxxx Xxxxxx
Chief Executive Officer
