SYLIOS
CORP


EMPLOYMENT
AGREEMENT


 


EMPLOYMENT
AGREEMENT dated as of April 1, 2015 (this “Agreement”), by and between WAYNE ANDERSON (the “Executive”),
and SYLIOS CORP, a Florida Corporation with its principal offices located at 735 Arlington Ave. N., Suite 308, St. Petersburg,
FL 33701 (the “Company”).


 


WHEREAS,
the Executive desires to be employed as President, Treasurer, and Secretary of the Company; and


 


WHEREAS,
the Company desires to employ the Executive as President, Treasurer, and Secretary of the Company and the Executive desires to
continue his employment with the Company in the aforementioned capacity, all upon the terms and provisions, and subject to the
conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and other good and valuable
consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


Section
1. Definitions. As used in this Agreement the following terms shall have the meanings set forth in this Section 1:


 


(a)
“Affiliate” of any Person means any stockholder or person or entity controlling, controlled by under common control
with such Person, or any director, officer or key executive of such Person or any of their respective relatives. For purposes
of this definition, “control,” when used with respect to any Person, means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise;
and the terms “controlling” and “controlled” have meanings that correspond to the foregoing.


 


(b)
“Cause” shall mean (i) the Company being subjected to any criminal liability under any applicable law as a result
of any action or inaction on the part of the Executive, which the Executive did not, at the time, reasonably believe to be in
the best interests of the Company; (ii) the conviction or admission of the Executive of, or plea by the Executive of nolo contendre
to, a felony or crime which the Board of Directors concludes is likely to have a material and adverse effect on the reputation
of the Company; (iii) if the Executive is chronically addicted to any narcotic or other illegal or controlled substance or repeatedly
abuses any alcoholic product or any prescription stimulants or depressant, as determined by a physician designated by the Company,
which in the reasonable opinion of the Board of Directors of the Company materially interferes with Executive’s performance
of his duties and obligations hereunder; (iv) the Executive committing fraud, or stealing or misappropriating any asset or property
of the Company, including, without limitation, any theft or embezzlement; or (v) a breach of a material term or provision of this
Agreement by the Executive which is not cured by the Executive within ten (10) business days after written notice of such breach
from the Company is received by the Executive.


 






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(c)
“Change of Control” shall mean the occurrence of any of the following: (i) a Person or group of Persons, other than
any current member of the Board of Directors, obtains beneficial ownership of at least forty percent (40%) of the outstanding
capital stock of the Company; or (ii) a change in the membership of more than seventy percent (70%) of the current Board of Directors
in any twelve (12) month period.


 


(d)
“Common Stock” shall mean the common stock, par value $0.001 per share, of the Company, and any other class of common
stock of the Company created after the date of this Agreement in accordance with the Company’s Certificate of Incorporation
and applicable law.


 


(e)
“Competing Business” shall mean any business, enterprise or other Person that as one of its businesses or activities,
is engaged in the business of manufacturing, selling, marketing, licensing or distributing wearable computers or the solutions
associated therewith that are provided by the Company.


 


(f)
“Confidential and Proprietary Information” shall mean any and all (i) confidential or proprietary information or material
not in the public domain about or relating to the business, operations, assets or financial condition of the Company or any Affiliate
of the Company or any of the Company’s or any such Affiliate’s trade secrets, including, without limitation, research
and development plans or projects; data and reports; computer materials such as programs, instructions and printouts; formulas;
product testing information; business improvements, processes, marketing and selling strategies; strategic business plans (whether
pursued or not); budgets; unpublished financial statements; licenses; pricing, pricing strategy and cost data; information regarding
the skills and compensation of executives; the identities of clients and potential clients; intellectual property strategies and
any work on any patents, trademarks and tradenames, prior to any filing or the use thereof in commerce; pricing, timing, sales
terms, service plans, methods, practices, strategies, forecasts, know-how and other marketing techniques; and (ii) information,
documentation or material not in the public domain by virtue of any action by or on the part of the Executive, the knowledge of
which gives or may give the Company or any Affiliate of the Company an advantage over any Person not possessing such information.
For purposes hereof, the term Confidential and Proprietary Information shall not include any information or material (i) that
is known to the general public other than due to a breach of this Agreement by the Executive or (ii) was disclosed to the Executive
by a Person who the Executive did not reasonably believe was bound to a confidentiality or similar agreement with the Company.


 


(g)
Intentionally left blank


 


(h)
“Discretionary Bonus” shall have the meaning given to that term in Section 4(c) hereof.


 






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(i)
“Employment Term” shall have the meaning given to that term in Section 2 hereof.


 


(j)
“Good Reason” shall mean a substantial change to or reduction in the duties or responsibilities of the Executive such
that the responsibilities of the Executive are no longer commensurate with the Executive’s office with the Company as set
forth herein, or the occurrence of Change of Control or a change in the Executive’s office from that President, Treasurer,
and Secretary of the Company which is not concurred in by the Executive within one (1) month of its occurrence or the breach of
a material term or provision of this Agreement by the Company which is not cured by the Company within ten (10) business days
after written notice of such breach from the Executive is received by the Company. The failure to renew this Agreement after the
expiration of the Employment Term, shall not constitute Good Reason.


 


(k)
“Incapacity” shall mean any illness or mental or physical incapacity or disability which prevents the Executive from
performing his duties or obligations hereunder for a continuous period of one hundred twenty (120) consecutive days or for shorter
periods aggregating one hundred eighty (180) days within any consecutive twelve (12) month period.


 


(l)
“Inventions” shall mean inventions, discoveries, concepts and ideas, whether patentable or not, patents, patent applications,
copyrights and other intellectual property, including, without limitation, processes, methods, formulae and techniques, and improvements
thereof or know-how related thereto, concerning any business activity of the Company or any Affiliate of the Company, with which
the Executive becomes, directly or indirectly, involved as a result in whole or in part, directly or indirectly, of the Executive’s
employment by the Company, or any Affiliate of the Company, and whether conceived of solely by the Executive or jointly with the
efforts of others.


 


(m)
“Performance Bonus” shall have the meaning given to that term in Section 4(d) hereof.


 


(n)
“Person” shall mean, without limitation, any natural person, corporation, partnership, limited liability company,
joint stock company, joint venture association, trust or other similar entity or firm.


 


(o)
“Salary” shall have the meaning given to that term in Section 4(a) hereof.


 


(p)
“Without Cause” shall mean the termination of the Executive’s employment hereunder by the Company, other than
termination by the Company due to the Executive’s death or Incapacity or based upon Cause.


 


Section
2. Employment and Term. The Company hereby employs the Executive as President, Treasurer, and Secretary of the Company and the
Executive hereby accepts such employment in that capacity, upon the terms and provisions, and subject to the conditions, set forth
in this Agreement, for a term of three (3) years, commencing on April 1, 2015, and terminating on March 31, 2018, unless earlier
terminated as provided in this Agreement (the “Employment Term”).


 






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Section
3. Executive’s Duties. (a) The Executive shall be the President of the Company and shall be responsible for the decision
making for all day to day activities of the company unless the Executive delineates certain decision making privileges to company
employees. The Executive will also fulfill the roles of the Treasurer and Secretary until such time whereby the company elects
to retain new employees for those positions. At such time that a Treasurer/Chief Financial Officer and Secretary are retained
by the Company, these titles shall be removed from Executive’s duties.


 


(b)
The Executive shall devote substantially all of his business time, effort, skill and attention exclusively to the business, operations
and affairs of the Company and to the furtherance of the interests, business and prospects of the Company. The Executive shall
perform the Executive’s duties and obligations hereunder diligently, competently, faithfully and to the best of his ability.
The Executive may serve on the board of directors or other governing boards of other corporations or businesses or industry organizations;
provided that such service does not materially interfere with the Executive’s performance of his duties and obligations
hereunder.


 


Section
4. Compensation. (a) In consideration of the performance of all of the duties and obligations to be performed by the Executive
hereunder, the Company agrees to pay and the Executive agrees to accept, for the each year of the Employment Agreement a salary
at an annual rate of $221,767.00 (the “Salary”), payable in accordance with the Company’s regular payroll practices
as from time to time in effect, less all withholdings and other deductions required to be deducted in accordance with any applicable
federal, state, local or foreign law, rule or regulation.


 


(b)
In consideration of the Executive’s execution and delivery of this Agreement, the Company shall issue to the Executive options
to purchase common stock of the Company as set forth below. All of the options set forth in this Section 4(b) shall fully vest
upon the entry into and execution of this Agreement. The Company shall use its best efforts to have all shares underlying these
options to be freely trading shares upon exercise of such options and covenants that failure to do so, or failure to do so within
a timely period following execution of this Agreement, shall constitute “Good Reason” for purposes of this agreement:


 


	Number of Shares	 	 	Strike Price	 	 	Vesting Date
	 	100,000,000	 	 	$	0.0002	 	 	Execution of this Agreement



 


(c)
The Executive shall be entitled to additional options or bonuses in amounts and under terms as determined by the Board of Directors,
or the Compensation committee if the Company so forms one.


 






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(d)
Should there be a Change of Control of the Company or any other transaction in which the Company is not the surviving entity during
the Employment Term, then as part of that transaction, the Company shall try in its best efforts to have the surviving entity
modify the Agreement in an equitable manner to provide the Executive the same type of benefits that he is entitled to earn pursuant
to Section 4(c) of this Agreement.


  


(e)
Upon the hiring of a Secretary and/or Treasurer/Chief Financial Officer, either jointly or separately, by the Company, these titles
shall be removed from the role of the Executive. The Executive’s compensation package shall not be altered upon the hiring
of additional executives.


 


Section
5. Benefits, Vacation. (a) During the Employment Term, the Executive shall be entitled to such insurance and health and medical
benefits as are generally made available to the senior executives of the Company, as a group, pursuant to such plans as are from
time to time maintained by the Company; provided, however, that the Executive shall be required to comply with the conditions
of coverage attendant to such plans.


 


(a)
During each contract year of the Employment Term, the Executive shall be entitled to six (6) weeks of vacation. The Executive
shall take vacation at such time or times as the Executive desires, subject to the concurrence of the Company based upon the then-current
business needs and activities of the Company. Vacation shall accrue if unused during the term of employment and shall be payable
upon request of the Executive within 30 days after the end of the year in which the vacation was accrued and unused.


 


(b)
During the Employment Term, the Executive shall be eligible to participate in the profit sharing and other benefit plans that
the Company from time to time makes available to the senior executives of the Company as a group, subject to the terms, provisions
and conditions of such plans, including, without limitation, any vesting periods and eligibility criteria.


 


(c)
During the Employment Term, the Company shall pay to the Executive a monthly stipend of $1,000 to cover the Executive’s
automobile payment. The Company shall also pay for all fuel and repair related costs for any automobile the Executive utilizes
for the commute to and from work or any work related events/trips.


 


Section
6. Business Expenses. The Executive shall be entitled to reimbursement for ordinary, necessary and reasonable business expenses
incurred by the Executive during the Employment Term in the performance of the Executive’s duties hereunder, if supported
by such reasonable documentation as may be required by the Company in accordance with the Company’s policies. The Executive
shall provide to the Company all receipts being submitted for reimbursement prior to reimbursement from the Company. The Executive
shall have the option for reimbursement or the option to convert the amount due into shares of common stock. If the Executive
elects to convert the amount due into shares of Company stock, the calculation of shares due shall be based on a 40% discount
to the 5-day simple moving average for the last 5 trading days for the month prior to the request.


 






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Section
7. Termination of Employment Term. (a) In the event of the death of the Executive during the Employment Term, the Executive’s
employment hereunder shall automatically terminate as of the date of death; provided, however, that the Executive’s estate
or legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, any accrued and unpaid Salary
for a one (1) year period following the date of death, any Performance Bonus that would be payable for the one (1) year period
in which the Executive died which are properly owing to the Executive pursuant to Section 6 hereof. The Company shall purchase
Term Life Insurance on the Executive at an amount closest to the Executive’s annual salary to be paid to the Executive’s
estate, or legal representative upon the death of the Executive.


 


(b)
In the event of the Executive’s Incapacity, the Company may, in its sole discretion, terminate the Executive’s employment
hereunder upon written notice to the Executive; provided, however, that the Executive or the Executive’s legal representative,
as the case may be, shall be entitled to receive, and the Company shall pay, (i) any accrued and unpaid Salary for a one (1) year
period from the date of termination, less any amounts received by the Executive under any disability insurance policy maintained
by the Company; and (ii) any Performance Bonus that would be payable for the one (1) year period after the Executive’s employment
is terminated due to Incapacity and reimbursement of business expenses which are properly owing to the Executive pursuant to Section
6 hereof, through the date of termination;


 


(c)
The Company shall have the right to terminate the Executive’s employment under this Agreement at any time for Cause upon
written notice to the Executive. In the event the Executive’s employment hereunder is terminated by the Company for Cause,
the Company shall only be obligated to pay accrued and unpaid Salary through the date of termination and the Company shall pay
any accrued and unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through
the date of termination.


 


(d)
The Company shall have the right to terminate the Executive’s employment hereunder Without Cause at any time upon sixty
(60) days’ prior written notice to the Executive. If the Company terminates the Executive’s employment hereunder Without
Cause, the Company shall (i) continue to pay Salary to the Executive provided for hereunder for a period equal to one (1) year
from the date of termination and (ii) pay any unreimbursed business expenses which are properly owing to the Executive pursuant
to Section 6 hereof through the date of termination. In addition, should the Executive’s employment hereunder be terminated
Without Cause, the Company shall pay to the Executive the Performance Bonus, if any, for the entire contract year in which the
termination of the Executive’s employment with the Company hereunder occurs.. The Executive shall not be under any obligation
to mitigate the Company’s obligation pursuant to this Section 7(d) by securing other employment or otherwise.


 






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(e)
The Executive shall have the right to terminate his employment with the Company hereunder for Good Reason, upon not less than
thirty (30) days prior written notice to the Company. Should the Executive terminate his employment hereunder for Good Reason,
the Company shall be obligated to make the payments to the Executive provided for in Section 7(d) hereof upon the termination
of the Executive’s employment by the Company Without Cause.


 


(f)
The failure of the Company to continue the employment of the Executive upon expiration of the entire three (3) year Employment
Term shall not be considered a termination of employment for purposes of this Agreement. The Company’s obligations with
respect to the Performance Bonus for the last year of the Employment Term, if any, shall survive the expiration of this Agreement.


 


Section
8. Restrictions Respecting Competing Businesses, Confidential Information, etc. The Executive acknowledges and agrees that by
virtue of the Executive’s position and involvement with the business and affairs of the Company, the Executive will develop
substantial expertise and knowledge with respect to all aspects of the Company’s business, affairs and operations and will
have access to all significant aspects of the business and operations of the Company and to Confidential and Proprietary Information.
The Executive acknowledges and agrees that the Company will be damaged if the Executive were to breach any of the provisions of
this Section 9 or if the Executive were to disclose or make unauthorized use of any Confidential and Proprietary Information.
Accordingly, the Executive expressly acknowledges and agrees that the Executive is voluntarily entering into this Agreement and
that the terms, provisions and conditions of this Section 9 are fair and reasonable and necessary to adequately protect the Company.


 


(a)
The Executive hereby covenants and agrees that, during the Employment Term and thereafter, unless otherwise authorized by the
Company in writing, the Executive shall not, directly or indirectly, under any circumstance: (i) disclose to any other Person
(other than in the regular course of business of the Company) any Confidential and Proprietary Information, other than pursuant
to applicable law, regulation or subpoena or with the prior written consent of the Company; (ii) act or fail to act so as to impair
the confidential or proprietary nature of any Confidential and Proprietary Information; (iii) use any Confidential and Proprietary
Information related to the Company’s business other than for the sole and exclusive benefit of the Company; or (iv) offer
or agree to, or cause or assist in the inception or continuation of, any such disclosure, impairment or use of any Confidential
and Proprietary Information. Following the Employment Term, the Executive shall return all documents, records and other items
containing any Confidential and Proprietary Information to the Company (regardless of the medium in which maintained or stored),
without retaining any copies, notes or excerpts thereof, or at the request of the Company, shall destroy such documents, records
and items (any such destruction to be certified by the Executive to the Company in writing).


 




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(b)
The Executive covenants and agrees that, while the Executive is employed by the Company and for (6) six months after the Executive
ceases to be employed by the Company, if the Executive (i) voluntarily terminates his employment with the Company for Good Reason
or (ii) is terminated by the Company for Cause, the Executive shall not, directly or indirectly, manage, operate or control, or
participate in the ownership, management, operation or control of, or otherwise become interested in (whether as an owner, partner,
lender, consultant, Executive, agent, supplier, distributor or otherwise) any Competing Business whose operations are in the state
of Florida or, directly or indirectly, induce or influence any customer or other Person that has a business relationship with
the Company, or any Affiliate of the Company, to discontinue or reduce the extent of such relationship; provided that in the case
of a termination by the Executive pursuant to clause (i) the Company at all times continues to pay the amounts owing to the Executive
pursuant to Section 7(b) hereof. For purposes of this Agreement, the Executive shall be deemed to be directly or indirectly interested
in a business if he is engaged or interested in that business as a director, officer, Executive, agent, partner, individual proprietor,
consultant, advisor or otherwise, but not if the Executive’s interest is limited solely to the ownership of not more than
5% of the securities of any class of equity securities of a corporation or other Person whose shares are listed or admitted to
trade on a national securities exchange or are quoted on NASDAQ or a similar means if NASDAQ is no longer providing such information.


 


(c)
While the Executive is employed by the Company and for (6) six months after the Executive ceases to be employed by the Company,
the Executive shall not, directly or indirectly, solicit to employ for himself or others any employee of the Company or any Affiliate
of the Company who was an employee of the Company or any Affiliate of the Company as of the date of the termination of the Executive’s
employment with the Company, or to solicit any such employee to leave such employee’s employment or join the employ of another,
then or at a later time; provided that the foregoing shall not apply to any family member of the Executive who is employed by
the Company or any such Affiliate or the Executive’s administrative assistant.


 


(d)
The parties agree that nothing in this Agreement shall be construed to limit or negate the common law of torts, confidentiality,
trade secrets, fiduciary duty and obligations where such laws provide the Company with any broader, further or other remedy or
protection than those provided herein.


 


(e)
Because the breach of any of the provisions of this Section 8 may result in immediate and irreparable injury to the Company for
which the Company may not have an adequate remedy at law, the Company shall be entitled, in addition to all other rights and remedies,
to a decree of specific performance of the restrictive covenants contained in this Section 9 and to a temporary and permanent
injunction enjoining such breach, without posting a bond or furnishing similar security.


 


Section
9. Indemnification and Insurance. The Company hereby agrees to fully and promptly indemnify the Executive for any and all actions
brought against the Executive related to his employment with the Company. Toward that end, the Company agrees to obtain and maintain
Director’s and Officer’s Insurance (“D&O”) during the term of this Agreement in amounts, terms and
conditions reasonably acceptable to the Executive and the Company hereby agrees that failure to do so shall constitute “Good
Cause” as used herein.


 






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Section
10. Severability. Each term and provision of this Agreement is severable; the invalidity, illegality or unenforceability or modification
of any term or provision of this Agreement shall not affect the validity, legality and enforceability of the other terms and provisions
of this Agreement, which shall remain in full force and effect. Since it is the desire and intent of the parties that the provisions
of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction
in which enforcement is sought, should any particular provision of this Agreement be deemed invalid, illegal or unenforceable,
the same shall be deemed reformed and amended to delete that portion that is adjudicated to be invalid, illegal or unenforceable
and the deletion shall apply only with respect to the operation of such provision and to the extent of such provision and, to
the extent that a provision of this Agreement would be deemed unenforceable by virtue of its scope, but may be made enforceable
by limitation thereon, each party agrees that this Agreement shall be reformed and amended so that the same shall be enforceable
to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought.


 


Section
11. Assignment. This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of each
of the parties hereto, the heirs, executors, administrators and legal representatives of the Executive and the successors and
permitted assigns of the Company. Neither this Agreement nor any rights or benefits hereunder may be assigned by the Executive
or the Company without the prior written consent of the other party hereto, except that the Company may assign any of its rights
or obligations hereunder to any other Person which purchases all or substantially all of the common stock or assets of the Company
or is the successor to the Company by merger, consolidation or other similar transaction.


 


Section
12. Amendment. Entire Agreement. This Agreement may not be modified, amended, altered or supplemented except by a written agreement
executed by the parties hereto. This Agreement contains the entire agreement and understanding of the parties hereto with respect
to the subject matter of this Agreement and supersedes all prior and/or contemporaneous agreements and understandings of any kind
and nature (whether written or oral) between the parties with respect to such subject matter, all of which are merged herein.


 


Section
13. Waivers. Waiver by either party of either breach of or failure to comply with any provision of this Agreement by the other
party shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other breach of, or
failure to comply with, any other provision of this Agreement, any such waiver must be in writing to be limited to the specific
matter and instance for which it is given. No waiver of any such breach or failure or of any term or condition of this Agreement
shall be effective unless in a written instrument and signed by the waiving party and delivered, in the manner required for notices
generally, to the affected party.


 






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Section
14. Notices. All notices, consents, directions, approvals, instructions, requests and other communications required or permitted
by the terms of this Agreement to be given to any person shall be in writing, and shall be delivered personally or sent by certified
mail, return receipt requested (postage prepaid) or by telecopy, to the parties at the following addresses or telecopy numbers,
as applicable:


 


If
to the Executive:


 


Mr.
Wayne Anderson


735
Arlington Ave N.


Suite
308


St.
Petersburg, FL 33701


 


If
to the Company:


 


US
Natural Gas Corp


735
Arlington Ave N.


Suite
308


St.
Petersburg, FL 33701


 


or
to such other address as a party may have furnished to the other parties in writing in accordance herewith. Any notice, consent,
direction, approval, instruction, request or other communication given in accordance with this Section 14 shall be effective after
it is received by the intended recipient.


 


Section
15. Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD OR REFERENCE TO ITS PRINCIPLES OF CONFLICTS
OF LAWS. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED WITHOUT REGARD TO ANY PRESUMPTION AGAINST THE PARTY CAUSING THIS AGREEMENT
TO BE DRAFTED.


 


Section
16. Headings; Counterparts. The headings contained in this Agreement are inserted for reference purposes only and shall not in
any way affect the meaning, construction or interpretation of this Agreement. This Agreement may be executed in two (2) counterparts,
each of which when executed shall be deemed to be an original, but both of which, when taken together, shall constitute one and
the same document.


 






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(Remainder
of page intentionally blank)


 




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IN
WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of the date first above written.


 


	 	WAYNE ANDERSON:
	 	 	 
	 	/s/ Wayne Anderson
	 	By:	Wayne
    Anderson
	 	 	 
	 	SYLIOS CORP:
	 	 	 
	 	/s/ Wayne Anderson
	 	By:	Wayne
    Anderson
	 	Its:	President


 






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