CONSULTANT COMPENSATION AGREEMENT NO. 2
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made as
of this 18th day of January, 1999, among Pandora's Golden Box, a Nevada
corporation ("Pandora's"); and Xxxxxxx X. Xxxxxxxxxx, Esq. and Xxxxx X.
Xxxxxx, Esq., who have executed and delivered this Plan by the execution and
delivery of the Counterpart Signature Pages which are designated as Exhibits
"A" and "B" hereof (collectively, the "Consultants").
WHEREAS, the Board of Directors of Pandora's has adopted a
written compensation agreement for compensation of two individual Consultants
who are natural persons, both of whom are attorneys; and
WHEREAS, Pandora's has engaged the Consultants to provide
services at the request of and subject to the satisfaction of its management;
and
WHEREAS, the Consultants have provided services at the request
and subject to the approval of the management of Pandora's; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultants and the maximum value of such
services under this Plan are listed in the Counterpart Signature Pages; and
WHEREAS, Pandora's and the Consultants intend that this Plan
and the services performed hereunder shall be made, requested and performed in
such a manner that this Plan shall be a "written compensation agreement" as
defined in Rule 405 of the Securities and Exchange Commission ("Commission")
pursuant to which Pandora's may issue "freely tradeable" shares (except as may
be limited by "affiliate" status) of its common stock as payment for services
rendered pursuant to an S-8 Registration Statement to be filed with the
Commission by Pandora's;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Pandora's hereby employs the Consultants and
the consultants hereby accept such employment, and have and will perform the
services requested by management of Pandora's to its satisfaction during the
term hereof. The services performed by the Consultants hereunder have been
and will be personally rendered by the Consultants, and no one acting for or
on behalf of the Consultants, except those persons normally employed by the
consultants in rendering services to others, such as secretaries, bookkeepers
and the like.
1.2 Independent Contractors. Regardless of the Consultants'
status as "employees" under Rule 405 of the Commission, all services rendered
by the Consultants hereunder have been rendered as independent contractors,
and the Consultants shall be liable for any FICA taxes, withholding or other
similar taxes or charges, and the Consultants shall indemnify and hold
Pandora's harmless therefrom; it is understood and agreed that the value of
all such items has been taken into account by the Consultants in computing the
billable rate for the services the Consultants have rendered and agreed to
render to Pandora's.
1.3 Term. All services performed at the request of Pandora's by
the Consultants shall have been performed within 120 days from the date
hereof, at which time this Plan shall terminate, unless otherwise provided
herein; provided, however, this Plan may be extended for an additional 120 day
period by written agreement of Pandora's and any of the Consultants.
1.4 Payment. Pandora's and the Consultants agree that Pandora's
shall pay the invoices of the Consultants for the services performed under
this Plan by the issuance of shares of its common stock at a price of
approximately $0.05 per share; provided, however, such shares of common stock
shall be issued pursuant to and shall be subject to the filing and
effectiveness of a Registration Statement on Form S-8 covering such shares
with the Commission.
1.5 Invoices for Services. On the completion of rendering the
services performed by the Consultants hereunder, each of the Consultants shall
provide Pandora's with a written invoice detailing the services duly
performed. Such invoice shall be paid by Pandora's in accordance with Section
1.4 above, subject to the satisfaction of the management of Pandora's that the
services have been performed, and to the extent performed, that the
performance was in a satisfactory manner. The submission of an invoice for
the services performed by each of the Consultants shall be deemed to be a
subscription by the respective Consultants to purchase shares of common stock
of Pandora's at the price outlined in Section 1.4 above, subject only to the
filing and effectiveness of a Registration Statement on Form S-8 covering such
shares with the Commission.
1.6 Common Stock Price. To the extent deemed required or
necessary and for all purposes of this Plan, the Consultants shall have an
"option" covering such shares of common stock at the per share price set forth
in paragraph 1.4 above during the term hereof; the Consultants assume the risk
of any decrease in the per share price or value of the shares of common stock
of Pandora's that may be issued by Pandora's for services performed by the
Consultants hereunder, and the Consultants agree that any such decrease shall
in no way affect the rights, obligations or duties of the Consultants
hereunder.
1.7 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Pandora's shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice for
services actually performed by the respective Consultants, and duly verified
to the satisfaction of Pandora's, and subject to the filing and effectiveness
of a Registration Statement on Form S-8 of the Commission covering such
shares, one or more stock certificates representing such shares shall be
delivered to the respective Consultants at the addresses listed on the
Counterpart Signature Pages, unless another address shall be provided to
Pandora's in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Pandora's and the Consultants agree that the per share price
of shares of common stock that may be issued by Pandora's to the Consultants
for services performed under this Plan has been arbitrarily set by Pandora's;
however, in the event Pandora's shall undergo a merger, consolidation,
reorganization, recapitalization, declare a stock dividend of its shares of
common stock or cause to be implemented a forward or reverse stock split which
affects the present number of issued and outstanding shares of common stock of
Pandora's prior to the issuance of shares to the Consultants, that the per
share price and the number of shares issuable to the Consultants for services
actually rendered hereunder after such event shall be appropriately adjusted
to reflect any such event.
1.10 Effective Date. The Effective Date of the Plan for each of
the Consultants shall be the date set forth on the respective Counterpart
Signature Pages.
1.11 Conditions. The Plan is subject to the following condition,
to-wit:
The number of shares of common stock to be issued under the
Plan shall in no event exceed 10% of the total issued and
outstanding shares of common stock of the Company on the
date of issuance.
Section 2
Representations and Warranties of Pandora's
Pandora's represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Pandora's is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Nevada and is licensed or qualified as a foreign corporation in all states
in which the nature of its business or the character or ownership of its
properties makes such licensing or qualification necessary.
2.2 Compensation Plan. The Board of Directors of Pandora's has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Pandora's may issue "freely tradeable" shares of its common
stock as payment for services rendered, subject to the filing and
effectiveness of an S-8 Registration Statement to be filed with the Commission
by Pandora's.
2.3 Registration Statement on Form S-8. Pandora's shall engage
the services of a competent professional to prepare and file a Registration
Statement on Form S-8 with the Commission to cover the shares of common stock
to be issued under the Plan; shall cooperate with such professional in every
manner whatsoever to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which such Registration
Statement shall not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading, and
which such Registration Statement shall become effective immediately upon its
filing; such Registration Statement shall be prepared at the sole cost and
expense of Pandora's; and Pandora's will provide to the Consultants prior to
the issuance and delivery of any such shares of common stock a copy of such
Registration Statement, the Compensation Plan adopted by its Board of
Directors, all quarterly, annual or current reports or other documents
incorporated by reference into such Registration Statement and any other
similar reports filed or publicly disseminated following the effective date of
any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations.
Pandora's shall fully comply with any and all federal or state securities
laws, rules and regulations governing the issuance of any such shares of
common stock.
2.5 Limitation on Services. Pandora's shall not request the
Consultants to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. Pandora's is required to file
reports with the Commission pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and Pandora's has or will file with
the Commission all reports required to be filed by it forthwith, and shall
continue to file such reports with the Commission so long as required, but for
a period of not less than one year; and such reports are or will be true and
correct in every material respect.
2.7 Corporate Authority and Due Authorization. Pandora's has
full corporate power and authority to enter into this Plan and to carry out
its obligations hereunder. Execution of this Plan and performance by
Pandora's hereunder have been duly authorized by all requisite corporate
action on the part of Pandora's, and this Plan constitutes a valid and binding
obligation of Pandora's and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of Pandora's.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and
covenants with, Pandora's as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Pandora's for the services performed pursuant to this Agreement.
The services performed by the Consultants hereunder have been personally
rendered by the Consultants, and no one acting for or on behalf of the
Consultants.
3.2 Accredited Investors. Each of the Consultants represents
and warrants that, by reason of income, net assets, education, background and
business acumen, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Pandora's, either singly or through the aid and assistance of a competent
professional, and are fully capable of bearing the economic risk of loss of
the total investment of services; further, they are "accredited investors" as
that term is defined under the 1933 Act or the rules and regulations
promulgated thereunder.
3.3 Suitability of Investment. Prior to the execution of this
Plan, each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to Pandora's, and the Consultants,
singly, or through the advice of a competent professional, fully believe that
an investment in shares of common stock of Pandora's is a suitable investment
for the Consultants.
3.4 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Pandora's shall be services related to any "capital raising" transaction; and
neither consultant is a promoter of the stock of Pandora's nor a public
relations person for Pandora's.
3.5 Authority and Authorization. Each of the Consultants has
full power and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by the Consultants
hereunder constitutes a valid and binding obligation of the Consultants and
performance hereunder will not violate any other agreement to which any of the
Consultants is a party.
Section 4
Indemnity
Pandora's and the Consultants agree to indemnify and hold the
other harmless for any loss or damage resulting from any misstatement of a
material fact or omission to state a material fact by the other contained
herein or contained in the S-8 Registration Statement of Pandora's to be filed
hereunder, to the extent that any misstatement or omission contained in the
Registration Statement was based upon information supplied by the other.
Section 5
Termination
Prior to the performance of services hereunder, this Plan may
be terminated (1) by mutual consent of Pandora's and the respective
Consultants in writing; (2) by either the Directors of Pandora's or the
respective Consultants if there has been a material misrepresentation or
material breach of any warranty or covenant by the other party; and (3) shall
automatically terminate at the expiration of the term hereof, provided,
however, all representations and warranties shall survive the termination
hereof; provided, further, however, that any obligation of Pandora's to pay
for any services actually rendered by the Consultants hereunder shall survive
any such termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time,
after the execution hereof, each party will execute such additional
instruments and take such action as may be reasonably requested by the other
party to carry out the intent and purposes of this Plan.
6.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to Pandora's: 00000 Xxxxx Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
If to Consultants: The addresses listed on the
Counterpart Signature Pages
6.3 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
6.4 Headings. The section and subsection headings in this Plan
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Plan.
6.5 Governing law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Nevada, except to the
extent pre-empted by federal law, in which event (and to that extent only),
federal law shall govern.
6.6 Assignment. Neither Pandora's nor the Consultants can
assign any rights, duties or obligations under this Plan, and in the event of
any such assignment, such assignment shall be deemed null and void.
6.7 Counterparts. This Plan may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan effective
the day and year first above written.
PANDORA'S GOLDEN BOX
By/s/Xxxxx X. Xxxx III
President
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Pandora's Corporation and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx X. Xxxxxxxxxx, Esq.
Suite 205, Hermes Building
455 East 000 Xxxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
Date: 1/18/99 /s/Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx, Esq.
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit A-1 100,000 pre-split shares
$5,000
EXHIBIT X-0
Xxxxxxx 00, 0000
Xxxxxxx X. Xxxxxxxxxx, Esq.
Suite 205, 000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Pandora's Golden Box, a Nevada corporation (to be
changed to "Xxxx Computer Corporation" [the
"Company"])
Dear Xx. Xxxxxxxxxx:
Thank you for your letter dated January 14, 1999, regarding the S-
8 proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company include the preparation and review of all relevant documents
regarding the reorganization between the Company and Electronic Service Co.,
Inc., an Oklahoma corporation doing business as Computer Masters, and the
subsequent name change to "Xxxx Computer Corporation," including, but not
limited to, the Agreement and Plan of Reorganization, all exhibits thereto,
and the Information Statement mailed to all stockholders of the Company, and
related Reports for filing with the Securities and Exchange Commission.
A portion of these shares will also be issued to employees and
associates who have assisted me personally in the preparation and review of
the relevant documents or related "due diligence," as outlined in Section 1.1
of the written compensation agreement. See Schedule 1 hereto for the names,
addresses, relationship and shares each will receive of those to be issued to
me under the written compensation agreement.
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxxxxx, Esq.
SCHEDULE 1
Name and Address Relationship No. of Shares
Xxxxxxx X. Xxxxxxxxxx, Esq. N/A 24,524*
000 Xxxx 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxxxxx X. Xxxxxxxxxx, Esq. "Due Diligence" 3,000*
000 Xxxx 000 Xxxxx, #000 Consultant
Xxxx Xxxx Xxxx, Xxxx 00000 (My office)
Xxxxxx Xxxx Office Manager 2,000*
0000 Xxxxx Xx. (Xx xxxxxx)
Xxxxxx, Xxxx 00000
Xxxxxxx Xxxx "Due Diligence" 2,000*
6752 South 0000 Xxxx Xxxxxxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000 (My office)
Xxxx Xxxxxxxxxx "Due Diligence" 2,000*
0000 Xxxxxxx Xxxxxx Xxxxxxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000 (My office)
Xxxxx Xxxxxxxxxx "Due Diligence" 2,000*
0000 Xxxx Xxxxxx Xxxxxxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000 (My office)
Xxxxx X. Xxxxxxxxxx Reorganization 19,779*
000 Xxxxxxxxxx Xxxx Xxxxxxxxxx
Xxxxxxx, Xxxxx 00000
Xxxx Xxxxxxx Reorganization 18,216*
000 Xxxxx Xxxx Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000
W. Xxxxx Xxxxxxxx Reorganization 26,481*
P. O. Box 27701, Dept. 191 Consultant
Xxxxxxx, Xxxxx 00000
TOTAL: 100,000*
* Does not reflect a three for one forward split which
was effective subsequent to the date of the Consultant
Compensation Agreement No. 2
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Pandora's Corporation and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxx X. Xxxxxx, Esq.
00000 Xxxx Xxxxxxxx Xxxxx, #000
Xxx Xxxxx, Xxxxxxxxxx 00000
Date: 1/18/99 /s/Xxxxx X. Xxxxxx, Esq.
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit B-1 100,000 pre-split shares
$5,000
EXHIBIT B-1
January 18, 1999
Xxxxxxx X. Xxxxxxxxxx, Esq.
Suite 205, 000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Pandora's Golden Box, a Nevada corporation (to be
changed to "Xxxx Computer Corporation" [the
"Company"])
Dear Xx. Xxxxxxxxxx:
Thank you for your letter dated January 14, 1999, regarding the S-
8 proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company include reviewing all relevant documents regarding the
reorganization between the Company and Electronic Service Co., Inc., an
Oklahoma corporation doing business as Computer Masters, and the subsequent
name change to "Xxxx Computer Corporation," including, but not limited to, the
Agreement and Plan of Reorganization, all exhibits thereto, and the
Information Statement mailed to all stockholders of the Company, and related
Reports for filing with the Securities and Exchange Commission.
A portion of these shares will also be issued to employees and
associates who have assisted me personally in the preparation and review of
the relevant documents or related "due diligence," as outlined in Section 1.1
of the written compensation agreement. See Schedule 1 hereto for the names,
addresses, relationship and shares each will receive of those to be issued to
me under the written compensation agreement.
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ Xxxxx X. Xxxxxx, Esq.
SCHEDULE 1
Name and Address Relationship No. of Shares
Xxxxx X. Xxxxxx, Esq. N/A 57,044*
00000 Xxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxx Reorganization 25,610*
00000 Xxxxxxxxx Xx. Xxxxxxxxxx
Xxxxxxx, XX 00000
W. Xxxxx Xxxxxxxx Reorganization 17,346*
P. O. Box 27701, Dept. 191 Consultant
Xxxxxxx, Xxxxx 00000
TOTAL: 100,000*
* Does not reflect a three for one forward split which
was effective subsequent to the date of the Consultant
Compensation Agreement No. 2
