COMPENSATION AGREEMENT
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THIS AGREEMENT is made as of the 1st day of June, 1997 by and between QPQ
CORPORATION (the "Company") and XXXXXXX X. XXXXXXXX. ("Xxxxxxxx").
WHEREAS, the Company is a publicly-held company.
WHEREAS, Xxxxxxxx is xxx attorney practicing corporate and securities law
and performs legal services for the Company.
WHEREAS, the Company desires to compensate Xxxxxxxx for such legal
services rendered and to be rendered.
WHEREAS, Xxxxxxxx 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 Xxxxxxxx to provide it with
certain legal services as same relate to matters involving corporate and/or
securities law (the "Services") and Xxxxxxxx hereby accepts such engagement.
3. COMPENSATION. As partial compensation for the Services, the Company
shall pay APTB an aggregate of 300,000 shares of the Company's Common Stock par
value $.01 per share (the "Compensation Stock"). In connection therewith, the
Company shall file a registration statement on Form S-8 with the Securities and
Exchange Commission registering the Compensation Stock under the Securities Act
of 1933, as amended.
4. REGISTRATION. The Company agrees to provide Xxxxxxxx with
registraion rights at the Company's cost and expense and include the shares of
Common Stock in a registration statement to be filed by the Company with the
Securities and Exchange Commission within the proximate future.
5. MISCELLANEOUS.
(a) 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.
(b) This Agreement shall be governed and construed in accordance
with the laws of the State of Florida.
(c) 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.
WITNESSES: QPQ CORPORATION
By: /s/ C. Xxxxxxxx Xxxxxxxx
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C. Xxxxxxxx Xxxxxxxx, President
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
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