<PAGE> 1
PROSOFT, INC.
August 1, 2000
CyCo.net, Inc.
Mr. Richard Urrea
600 Central Ave SW 3rd Floor
Albuquerque, New Mexico 87102
Mr. Urrea,
This Letter is to serve as clarification of the terms of CyCo.net, Inc purchase
of the domain name www.krwtobacco.com and associated client base.
1. Ryan S. Diederich agrees to indemnify Cyco.net for any and all
business liabilities incurred prior to July 31, 2000.
2. CyCo.net, Inc. agrees to indemnify Ryan S. Diederich for any and all
business liabilities incurred on or subsequent to July 31, 2000.
3. Upon receipt of this letter Ryan S. Diederich will immediately route
all www.krwtobacco.com traffic to www.cycocigs.com website.
4. Cyco.net, Inc. agrees to instruct Corporate Stock Transfer of Colorado
to issue stock certificates in the amount of 250,000 shares to Ryan
Sean Diederich. If Cyco.net, Inc. has not notified Corporate Stock
Transfer of Colorado of the issuance by 5 pm August 2, 2000 then all
contacts, clients, and business relationships acquired through
www.krwtobacco.com would be returned to Mr. Diederich and CyCo.net,
Inc. must cease activities with these clients.
5. Upon receipt of stock certificates Ryan S. Diederich agrees to
transfer ownership to www.krwtobacco.com to Cyco.net, Inc.
Additionally, Mr. Diederich agrees to transfer a complete customer
list to Cyco.net, Inc.
6. CyCo.net, Inc. agrees to fax documentation of the restrictions placed
on Mr. Diederich's stock with this agreement.
By signing below each party agrees to the terms and conditions of this
agreement. Upon receipt of this agreement Mr. Diederich will immediately route
traffic to CyCo.net, Inc's website (www.cycocigs.com). Please fax the signed
agreement to (618)997-7931. Should you have any questions, please feel free to
contact me at (618)997-1802.
/s/ RYAN S. DIEDERICH /s/ RICHARD A. URREA
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Ryan S. Diederich Richard A. Urrea, President
CyCo.Net, Inc.
