D. Xxxxx Xxxxxxxxx
000 Xxxxxxxx Xxxx
Xxxxxxxxx XX 00000
000-000-0000
Xx. Xxxxx A, Xxxxxxx
President
Self Heating Container Corporation
00000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Dear Xxx:
This letter of AGREEMENT is made between Self Heating Container Corporation
("SHC") and, Xxxxx Xxxxxxxxx ("Contractor"), effective the 1st day of July,
1996, for the purpose of setting forth the exclusive terms and conditions by
which SHC will acquire Contractor's services.
In consideration of the mutual obligations specified in this Agreement, and any
compensation paid to the Contractor for services, the parties agree to the
following:
1. Work and payment: A monthly retainer of $7,500 shall be paid to the
Contractor upon receipt of the Contractors invoices subsequent to the
completion 'of SHC's Series (B) financing (L.L. Xxxxxxxxxxxxx). Reasonable
expenses related to the Contractors fulfillment of the obligations covered
under this Agreement shall also be billed to SHC and included in the
Contractors invoices. These expenses shall be paid upon receipt. In
addition, contractor shall be issued, as of the effective date of this
Agreement, a fully vested and non-transferable warrant to purchase 250,900
shares of Common Stock of SHC Corporation for $.001 per share. This warrant
shall be exercisable in whole or in part at any time and from time to time
during the warrant term (which shall be for the five year period commencing
with the date of its issuance), and will include customary provisions for
adjustments in the number of shares purchasable thereunder and the exercise
price to reflect stock splits, stock dividends, reverse stock splits, and
other similar corporate changes. The 250,900 shares represent 5% of the
founders stock (171,700) of 3,434,000 shares and 2% of the employee/advisor
shares (79,200) of 3,960,000 shares.
2. Term of Contract: The Agreement shall terminate on August 31, 1997.
3. Services to be provided under this Agreement: General management consulting
services
pertaining to corporate structure, finance, marketing, strategic alliances
and other matters relating to establishing an Infrastructure for the growth
of SHC.
4. General: This Agreement may not be waived, modified, amended or assigned
unless mutually agreed In writing by both parties. This Agreement shall be
governed by the laws of California.
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the
date first set forth above,
SELF HEATING CONTAINER CORPORATION
By: Date: By: Date:
------------------- ---------- ------------------- ----------
Xxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx
President
AMENDMENT TO LETTER AGREEMENT
EFFECTIVE JULY 1, 1996
This AMENDED AGREEMENT supersedes the letter of Agreement made between
Self-Heating Container Corporation ("SHC") and Trinalta Group, LLC
("Contractor") effective July 1, 1996, and is made between Ontro, Inc.
(formerly known as SHC) and Contractor and is made effective September 1, 1997.
The amended terms and conditions of the Amended Agreement are as follows:
TERM OF CONTRACT: The Amended Agreement is made effective September 1, 1997
and shall terminate on August 31, 1998.
All other terms and conditions remain in full force and effect.
IN WITNESS HEREOF, the parties hereto have executed the Amended Agreement as of
7-14-, 1997.
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ONTRO, INC. CONSULTANT
--------------------------- ----------------------------
Xxxxx X. Xxxxxxx, President D.Xxxxx Xxxxxxxxx
Date: 7-14-97 Date: 7-14-97
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