PACIFIC BASIN DEVELOPMENT CORP.
AGREEMENT AMONG MANAGEMENT
This agreement made the 1st day of August, 1996, by and between Pacific
Basin Development Corp., a New York corporation located at 000 Xxxx Xxxxxxxx,
Xxxxxxx Xxxxxx, Xxxx 00000 (the "Company") and Xxxxxxx Xxxxxx, President of the
Company and Xxxxxxxxx Xxxx, Secretary of the Company and Xxxx Xxxxxx, Treasurer
of the Company, all of whom together comprise the management of the Company (the
"Management") (the "Agreement"); and
WHEREAS, Xxxxxxx Xxxxxx is the President of the Company; and
WHEREAS, Xxxxxxxxx Xxxx is the Secretary of the Company; and
WHEREAS, Xxxx Xxxxxx is the Treasurer of the Company; and
WHEREAS, the Company is located at 000 Xxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxx
00000; and
WHEREAS, there are no other members of the Company's Management; and
WHEREAS, the Company is a "blank check" company, actively searching for a
merger candidate (a "Target Company") with which to form a business combination
("Business Combination"); and
WHEREAS, the Company intends to offer 550,000 Shares of Common Stock, $.001
par value (the "Shares") (the "Offering") at a purchase price of $0.10 per
Share;
NOW, therefore, subject to the terms and conditions set forth herein and
pursuant to the Offering, Management agrees to the following:
AGREED, that the Company will not pay to any present officer, director,
their affiliate or associate any portion of the proceeds from this offering, nor
will the Company issue any securities as payment of any expenses, labor or
services, commission, solicitation fees or finder's fees consultants fees or as
payment of any kind (except as noted in its SB-2 Registration Statement for its
initial public offering (the "Registration Statement) in connection with the
finding of a business combination or for the sale of any shares offered in the
Registration Statement. This includes the proceeds available upon their release
from escrow pursuant to Rule 419; and it is further
AGREED, that no compensation will be paid or due or owing to any officer or
director until after a business combination is consummated; and it is further
AGREED, that present management of the Company will not make any loans of
the $5,500 available from the deposited proceeds of the initial public offering,
nor will management borrow funds and use either the Company's working capital or
deposited funds as such; and it is further
AGREED, that management will not actively negotiate or otherwise consent to
the purchase of any portion of their common stock as a condition to or in
connection with a proposed business combination unless such a purchase is
requested by a target company as a condition to a merger or acquisition, and it
is further
AGREED, that the Company will not pay a finder's fee to any member of
management for locating a merger or acquisition candidate, and that no member of
management intends to or may seek and negotiate for the payment of finder's
fees, and that in the event there is a finder's fee, it will be paid at the
direction of the successor management after a change in management control
resulting from a business combination.
IN WITNESS WHEREOF, we have set our hands and seals on this 1st day of
August, 1996.
/S/ XXXXXXX X. XXXXXX
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Pacific Basin Development Corp.
By: /S/ XXXXXXX X. XXXXXX
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Xxxxxxx Xxxxxx
President
/S/ XXXXXXX X. XXXXXX
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Xxxxxxx Xxxxxx
President
/S/ XXXXXXXXX XXXX
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Xxxxxxxxx Xxxx
Secretary
/S/ XXXX XXXXXX
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Xxxx Xxxxxx
Treasurer
