Seychelle Form 10-SB Amend 1 Ex 10-H Place Contract


    Exhibit
      10.H

    AGREEMENT

    


    THIS
      AGREEMENT
      is made
      and entered into on the day and date indicated below by and between Seychelle
      Environmental Technologies, Inc. ("The Company") and James Place
      ("PLACE").

    


    WHEREAS,
      The
      Company wishes to issue a total of 240,000 of its common shares;

    


    WHEREAS,
      PLACE
      wishes to acquire common shares of the Company under the terms and conditions
      of
      this Agreement, and the Company wishes to transfer the Shares under the terms
      and conditions of this Agreement; and

    


    WHEREAS,
      all
      parties hereto wish to be governed by the terms and conditions
      thereof;

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual covenants in this Agreement and
      intending to be legally bound, the parties hereto agree as follows:

    


    SECTION
      1. TRANSFER OF SHARES

    


    1.1
      Transfer of Shares. The Company agrees that it will issue to PLACE a total
      of
      240,000 Shares at a price of $.03 per share, subject to the terms and conditions
      of this Agreement.

    


    1.2
      Transfer of Shares Free and Clear of Any Restrictions Except as Indicated.
      The
      parties hereby agree and warrant that such transfer of the Shares will be made
      free and clear of any liens or encumbrances whatsoever and any other
      restrictions such as would fail to give PLACE full, complete, and unencumbered
      title to the Shares; provided, however, that PLACE hereby grants to The Company
      the right to call a portion of the Shares as indicated below at the original
      purchase price should PLACE leave the employment of the Company prior to
      December 1, 2007. The Company shall have one year to exercise its call provision
      as to any Shares that become eligible for such provision. The Company's call
      provisions are as follows:

    


    Prior
      to
      December 1, 2005, all Shares may be called;

    Prior
      to
      December 1,2006, a total of 160,000 Shares may be called; and

    Prior
      to
      December 1,2007, a total of 80,000 Shares may be called.

    


    1.3
      Extinguishment of Call Provisions. Notwithstanding the requirements of section
      1.2 above, in the event ofthe death or permanent disability (as defined by
      the
      rules and regulations of the Social Security Administration) of PLACE, or upon
      the transfer of greater than 50% ownership of the Company to an unaffiliated
      third party, the call provisions of section 1.2 above shall no longer apply.
      PLACE, or his successors and assigns, shall have the right to remove any
      restrictive endorsements or legends from any and all stock certificates, and
      this Agreement shall be terminated.

    


    1.4
      Transfer of Shares Subject to this Agreement. The transfer of the Shares to
      PLACE shall apply to his heirs, legatees, estate, personal representatives,
      administrators, executors or successors in interest.

    


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    SECTION
      2. ESCROW OF THE SHARES

    


    2.1
      Certificates. PLACE hereby agrees to place three (3) stock certificates, each
      for 80,000 Shares with the Company. The shares will be held in escrow by the
      Company to secure the faithful performance of this Agreement. On or after each
      December 1st, beginning December 1, 2005, one stock certificate will be released
      from escrow to PLACE until all certificates have been released; provided that
      PLACE is employed by the Company on said dates, except as provided in section
      1.3 above.

    


    2.2
      Escrow of Shares Applies to Successors. The escrow provisions of the Shares
      transferred by PLACE shall apply to his heirs, legatees, estate, personal
      representatives, administrators, executors or successors in
      interest.

    


    SECTION
      3. TRANSFER PROVISIONS

    


    Restriction
      on Transfers. Each party hereto agrees that he will not, without the prior
      written consent of the other party, sell, give, assign, or otherwise transfer
      ownership (any such event being referred to as "sell or transfer") any of the
      common shares ofthe Company owned by him at anytime except pursuant to the
      provisions of this Agreement, and any attempt to sell or transfer any of their
      common shares other than in accordance with the terms and provisions of this
      Agreement shall be null and void and of no effect whatsoever.

    


    SECTION
      4. DISPOSITION OF SHARES UPON BANKRUPTCY OR LIQillDATION OF
      SHAREHOLDER

    


    4.1
      Mandatory Purchase By the The Company Upon Bankruptcy or Liquidation of PLACE.
      Upon the filing of a petition for Bankruptcy or Liquidation by PLACE, the
      Company shall have the immediate and unqualified right to purchase and PLACE(
      or
      successors and assigns) shall sell all of the common shares owned by PLACE
      which
      are subject to a call provision at the original purchase price of the common
      stock. Such sale and purchase shall take place at the principal offices of
      the
      Company no later than the one hundred twentieth (120th) day after the date
      of
      occurrence of the event giving rise to the mandatory purchase, upon the
      applicable terms and conditions hereinafter set forth in this
      Agreement.

    . 
      -

    4.2
      Terms
      of Payment for Shares. Payment of the purchase price for the common shares
      shall
      be made in cash or past services at the closing, except as otherwise provided
      herein.

    


    4.3
      Transfer of Shares Subject to this Agreement. The provisions of this Section
      4
      shall apply to the heirs, legatees, estate, personal representatives,
      administrators, executors or successors in interest of the parties or any
      subsequent holder, as the case may be, and each of them shall hold such common
      shares subject to rights, obligations and restrictions set forth in this
      Agreement.

    


    


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    SECTION
      5. RESTRICTIVE ENDORSEMENTS.

    


    5.1
      Placing Restrictive Endorsements on Certificates Representing the Shares. The
      certificates representing the Shares during the term of this Agreement shall
      bear such notation or other statement concerning the restrictions on such Shares
      imposed by this Agreement as shall be required by Colorado law in order to
      make
      these restrictions enforceable against subsequent shareholders.

    


    5.2
      Removal of Restrictive Endorsements. If, for any reason, any of the Shares
      are
      no longer subject to the restrictions and provisions hereof, the Company shall
      promptly issue, execute and deliver a new certificate or certificates for such
      Shares without such endorsement upon the request of the holder thereof and
      the
      surrender to the Company of the certificates containing such
      endorsement.

    


    SECTION
      6. TRANSFER OF SHARES.

    


    6.1
      Restriction on Transfer. PLACE hereby authorizes and directs the Company not
      to
      make any transfer of record of any of the Shares subject to this Agreement
      otherwise than in accordance with the terms and provisions hereof.

    


    SECTION
      7. TERM OF AGREEMENT.

    


    7.1
      Termination of this Agreement. This Agreement shall remain in effect until
      terminated by (a) written agreement of all of the parties hereto (unless any
      such party and any permitted transferee thereof no longer own Shares in the
      Company, in which event such party's agreement to terminate will not be
      necessary); (b) cessation of the Company's business and winding up of its
      affairs; or (c) in accordance with section 1.3 above.

    


    7.2
      Removal of Restrictive Endorsements. Upon termination of this Agreement, the
      Shareholders, or any subsequent holder of their Shares, shall surrender the
      certificate or certificates representing their Shares to the Company, and the
      Company shall issue a new certificate or certificates in lieu thereof for an
      equal number of Shares without the restrictive endorsement referred to
      herein.

    


    SECTION
      8. WARRANTIES

    


    8.1
      Warranties. Each party hereto represents and warrants to each other party hereto
      that he has the authority to enter into this Agreement, to perform all terms
      and
      conditions thereunder, and to be bound thereby.

    


    8.2
      Survival of Warranties. The warranties and representations contained herein
      shall survive the termination date in Section 7 above for a period of two years
      from the date thereof.

    


    


    


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    SECTION
      9. NOTICES.

    


    9.1
      Notices. All notices and other communications required or permitted to be given
      hereunder shall be in writing and shall be deemed to have been duly given if
      delivered by hand or mailed firstclass, postage prepaid, by registered or
      certified mail to the intended recipient at their address as set forth in the
      records of the Company from time to time.

    


    SECTION
      10. MISCELLANEOUS.

    


    10.1
      Miscellaneous. This Agreement sets forth the entire understanding and agreement
      of the parties hereto concerning the subject matter hereof. No representation,
      promise, inducement or statement of intention has been made by or on behalf
      of
      any party hereto concerning the subject matter hereof which is not set forth
      in
      this Agreement, except that the parties hereto hereby acknowledge and agree
      that
      this Agreement is intended to and shall supersede all previous plans and
      agreements, verbal or otherwise, by and between any party hereto and the Company
      regarding the Company and its business.

    


    10.2
      Applicable Law. This Agreement was contracted in Nevada and shall be subject
      to
      the laws thereof.

    


    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement on the 1 st day of December
      2004.

    


    


    


    /s/
      SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.

    


    


    /s/
      James
      Place

    


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