AGREEMENT IN SATISFACTION
AGREEMENT made this 22nd day of November, 1996 between U.S. TRANSPORTATION
SYSTEMS, INC., a Nevada corporation, (the "Company") and XXXXXX X. XXXXX (the
"Employee").
WHEREAS, the Company and the Employee entered into an "Employment
Agreement" as of July 10, 1996, and the Employment Agreement provided in Section
9(b) thereof that the Company would issue to the Employee "the equivalent of
$500,000 in the form of shares of its common stock...;" and
WHEREAS, the Company has issued certain shares to the Employee in the past
and desires to issue certain additional shares and loan certain funds to the
Employee in satisfaction of its obligation under said Section 9(b), and the
Employee is willing to accept such additional shares and such loan in
satisfaction of Section 9(b).
NOW, THEREFORE, it is agreed:
1. Issuance of Shares. The Company agrees that it shall issue to the
Employee eighty thousand (80,000) shares of its Common Stock. The shares shall
be issued pursuant to the Company's Employee Stock and Stock Option Plan, the
securities in which have been registered with the Securities and Exchange
Commission on Form S-8. The Company shall cause certificates for the shares to
be issued prior to December 31, 1996. One certificate for ten thousand (10,000)
shares shall be delivered to the Employee. The other certificate for seventy
thousand (70,000) shares shall be held by the Company pursuant to the Pledge
Agreement referred to below.
2. Loan and Promissory Note. Simultaneous herewith, the Company shall
deliver to the Employee Two Hundred and Fifty Thousand ($250,000) Dollars, which
shall be a loan to the Employee. The Employee shall at the same time deliver to
the Company a promissory note in the principal amount of Two Hundred and Fifty
Thousand ($250,000) Dollars payable on May 31, 1997 with interest at the rate of
nine and one-half (9 1/2%) percent per annum.
3. Pledge Agreement. Simultaneous herewith, the Employee shall deliver to
the Company a certificate for 70,000 shares of Common Stock of U.S.
Transportation Systems, Inc. to be held as security for the loan described
above, together with a Pledge Agreement with respect to said shares.
4. Release. The Employee agrees and acknowledges that issuance of the
shares pursuant to Section 1 hereof and the loan pursuant to Section 2 hereof
shall constitute full and complete satisfaction by the Company of all
obligations arising under Section 9(b) of the Employment Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement in
Satisfaction as of the date written above.
U.S. TRANSPORTATION SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxxxxx /s/ XXXXXX X. XXXXX
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Xxxxxxx Xxxxxxxxx XXXXXX X. XXXXX
Chairman
