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EXHIBIT 6.27
AMENDMENT TO EMPLOYMENT AGREEMENT, DATED MARCH 26, 1997,
BY AND BETWEEN THE COMPANY AND WELLINGTON EWEN
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AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT (the "Amendment") dated as of March 26, 1997 amends
that certain Employment Agreement (the "Employment Agreement") between Sequester
Holdings, Incorporated (formerly, KCD Holdings Incorporated), a Nevada
corporation ("Employer"), and Wellington ▇. ▇▇▇▇ ("Executive"), dated as of
October 15, 1995, as follows:
WHEREAS, Employer granted Executive certain stock purchase rights
in Section 4 of the Employment Agreement and has requested the cancellation of
such stock purchase rights; and
WHEREAS, Executive has agreed to such cancellation in exchange for
the grant of common stock options (the "Options") set forth in that certain
Stock Option Grant Agreement between the parties of even date herewith;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions contained herein, the parties agree as follows:
11. Amendment of the Employment Agreement. Section 4 of the Employment
Agreement is deleted in its entirety.
12. Release. Effective upon receipt of the Options, Executive hereby
unconditionally and irrevocably releases, discharges, waives and renounces any
and all rights, benefits, claims, actions and causes of action, counterclaims,
third-party claims, offsets, demands, affirmative defenses, debts,
controversies, contracts, promises, damages, costs, losses and expenses of every
kind, character and description whatsoever, liquidated or unliquidated, known or
unknown, whether matured or unmatured (collectively "Claims") arising under or
relating to Section 4 of the Employment Agreement. In connection with the
foregoing release, Executive waives and relinquishes all rights and benefits
conferred by California Civil Code Section 1542, which provides that:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED
HIS SETTLEMENT WITH THE DEBTOR."
13. Effectiveness. This Amendment is effective as of March 26, 1997.
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14. Integration. This Amendment shall supersede that certain letter
agreement between the parties regarding retirement of option shares dated
September 12, 1996, and all other prior agreements, arrangements and
understandings, whether oral or written, with respect to the subject matter
hereof.
15. Confirmation of Employment Agreement. Except as expressly provided in
this Amendment, the Employment Agreement shall remain in full force and effect
and is hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.
"Employer"
SEQUESTER HOLDINGS, INCORPORATED
By ______________________________________
Title ___________________________________
"Executive"
_________________________________________
Wellington ▇. ▇▇▇▇
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