Form of Stock Compensation Agreement
with Atlas, Xxxxxxxx, Trop & Borkson, P.A.
STOCK COMPENSATION AGREEMENT
THIS AGREEMENT is made as of the 2nd day of January, 1997 by and between
Workforce Systems Corp., a Florida corporation (hereinafter referred to as the
"Company") and Atlas, Xxxxxxxx, Trop & Borkson, PA and Xxxxxxx X. Xxxxxxxx,
Esq., its authorized agent (collectively, "APT").
WHEREAS, the Company is a publicly-held company with three operating
divisions, including manufacturing, employee staffing and consumer products.
WHEREAS, APT is a law firm specializing in corporate and securities law
and has been general counsel for the Company since its inception.
WHEREAS, the Company desires to engage APT to provide legal services to it
during the calendar year commencing January 1, 1997 under a flat fee
arrangement.
WHEREAS, APT has agreed to accept such engagement upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:
1. RECITALS. The foregoing recitals are true and correct.
2. ENGAGEMENT. The Company hereby engages APT to provide with all
manner of legal services as same relate to matters involving corporate and/or
securities laws (the "Services") and APT hereby accepts such engagement.
3. COMPENSATION. As full and complete compensation for the Services,
the Company shall pay APT an aggregate of 10,000 shares of the Company's common
stock (the "Compensation Stock"). In connection therewith, the Company shall
file a registration statement with the Securities and Exchange Commission
registering the Compensation Stock under the Securities Act of 1933, as amended.
4. EXPENSES. APT shall be solely responsible for the payment on any and
all expenses incurred by it in rendering the Services including, but not limited
to, costs of photocopies and telephone services.
5. MISCELLANEOUS.
(a) Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing or when deposited in the United States mail, first class postage
prepaid, addressed to the other party at the addresses appearing in this
Agreement. Either party may change its address by written notice made in
accordance with this section.
(b) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective legal representatives, administrators,
executors, successors, subsidiaries and affiliates. This Agreement may not be
assigned by APT.
(c) This Agreement shall be governed and construed in accordance with
the laws of the State of Florida.
(d) This Agreement constitutes the entire agreement between the parties.
No promises, guarantees, inducements or agreements, oral or written, express or
implied, have been made other than as contained in this Agreement. This
Agreement can only be modified or changed in writing signed by both parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and date first above written.
Workforce Systems Corp.
By:
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Xxxx Xxxxxxxx Chesnutt,
President
Atlas, Xxxxxxxx, Trop & Borkson, P.A.
By:
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Xxxxxxx X. Xxxxxxxx,
Authorized Agent
