Exhibit 10.2
DEBT SETTLEMENT AGREEMENT
Between
Aquatic Cellulose International Corporation
&
Xxxx X. Xxxxxx
Together With
Legacy Systems Corp
Dated: October 23,2006
[OFFICIAL DOCUMENT]
DEBT SETTLEMENT AGREEMENT
OCTOBER 23RD, 2006
================================================================================
THIS AGREEMENT IS BEING MADE this 23RD day of October,2006.
I. PARTIES TO THIS AGREEMENT
l.1. The following entities will hereinafter be referred to
collectively as the "Parties".
1.2. Aquatic Cellulose International Corporation, hereinafter
referred to as "Aquatic", is a publicly traded company
incorporated under the laws of the state of Nevada of the United
States of America and traded on the "Pink Sheets", trading
symbol AQCI, the Chairman and CEO being Xx. Xxxxxxxx B.
Westgarde, a resident of Salmon Arm, British Columbia Canada.
1.3. Xxxx X. Xxxxxx. hereinafter referred to as "Ackles", is an
individual residing at (address), British Columbia Canada.
1.4. Legacy Systems Corp, a Nevada Corporation, the principle officer
being Xx. Xxxx X. Xxxxxx and herein referred to as "Legacy".
2. CONDITIONS TO AGREEMENT
2.1. It is understood that this agreement has been entered into as
condition of the Parties together entering into a separate
agreement entitled Technology Purchase and Sale Agreement and
dated October 17th, 2006.
2.2. By entering into this agreement the parties hereby constitute
the certain "Settlement Agreement" dated July 10, 2004, by and
between Legacy Systems Corp, a Nevada Corp, Xxxx Xxxxxx, an
individual and Aquatic Cellulose International Corp, also a
Nevada Corp, as no longer in force and completely null and void.
3. SCOPE OF THIS AGREEMENT
3.1. This document is the primary instrument for establishing the
particulars regarding;
3.l.1. The settlement of the outstanding expenses plus interest
owed to Ackles.
3.1.2. The debt forgiveness of all other debts owed to Ackles
by Aquatic.
3.1.3. The debt forgiveness of all debts owed to Legacy by
Aquatic.
3.2. It is here stated that the bodies of the respective board of
directors and or principal parties of the respective parties
have unanimously agreed to enter into this agreement.
3.3. The terms of this settlement may only be amended in writing
signed by all parties
4. DEBT SETTLEMENT
4.1. ACKLES
4.1.1. ACKLES AGREES TO ACCEPT $25,000[US](TWENTY-FIVE THOUSAND
DOLLARS) AS FULL AND COMPLETE PAYMENT OF EXPENSES IN THE
AMOUNT OF $24,OOO AND AGREES TO FORGIVE ALL OUTSTANDING
DEBT OWED TO ACKLES FOR UNPAID WAGES AND STOCK RETURNED
TO TREASURY TOTALING $475,889[US].
4.1.1.1. ACKLES AGREES THAT THE SAID PAYMENT OF
$25,000[US](TWENTY-FIVE THOUSAND DOLLARS) WAS
PAID TO HIM BY CHECK #1482 AND THEREBY THE FULL
AND THIS AGREEMENT CONSUMMATED. /s/ GA (Initial
of Xxxx Xxxxxx)
(Section reserved for initial of signatories:
@Aquatic Cellulose International Corp.
DEBT SETTLEMENT AGREEMENT
OCTOBER 23RD, 2006
================================================================================
4.2. LEGACY
4.2.1 AS FULL PAYMENT FOR THE $8O,OOO IN Unpaid LICENSE FEES AND THE
$44,OOO LOAN DUE LEGACY BY AQUATIC LEGACY AGREES TO ACCEPT 1.O8%
OF THE ISSUED AND OUTSTANDING SHARES OF AQUATIC CELLULOSE
INTERNATIONAL CORP THAT WILL BE ISSUED WITH A ONE YEAR
RESTRICTIVE LEGEND AND BE ISSUED, AT LEGACY'S OPTION, EITHER
BEFORE OR AFTER ANY PROPOSED SHARE RESTRUCTURING AND PENDING
SHAREHOLDER APPROVAL AT THE FORTHCOMING SHAREHOLDER VOTE. IT IS
UNDERSTOOD THAT SUCH ISSUANCE OF SHARES WITHOUT ANY REVERSE
SPLIT WOULD BE CONTINGENT UPON APPROVAL OF LEGACY SHAREHOLDERS.
4.2.1.1. LEGACY AND ACKLES HEREBY RELINQUISH ANY CLAIM ON THE TIGER.XXXX
EQUIPMENT ASSEMBLY LOCATED IN KAMLOOPS BRITISH COLUMBIA.
5. SIGNATORIES TO THIS AGREEMENT
IN WITNESS HEREIN each Parties hereto declares that the undersigned is duty
authorized to sign this agreement on behalf of the entity for which he
represents.
Xxxx X. Xxxxxx.
Signature: /s/ Xxxx X. Xxxxxx
Legacy Systems Corp;
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, President
Aquatic Cellulose International Corporation
/s/ Sheridan B. Westgarde
Sheridan Westgarde
President
(Section reserved for initial of signatories:
@Aquatic Cellulose International Corp.
