CONSULTING AGREEMENT
THIS AGREEMENT is made as of this the 15th day of June, 1998 by and between
Voxcom Holdings, Inc., a Nevada corporation (the "Company"), and S.G.
Consulting, Inc. (referred to herein as the Consultant).
WHEREAS, Company desires to retain Consultant for a period of two years to
assist the Company in the development of the business of the Company,
NOW, THEREFORE, in consideration of the premises and the agreements
contained herein the Company and Consultant hereby agree as follows:
1. Consulting Services.
1.1 For a period of 24 months beginning the date hereof, the Company hereby
retains Consultant and Consultant hereby agrees to perform consulting services
for the Company as requested from time to time by the President of the Company.
1.2 Consultant shall at all times be free to devote time to occupations,
employment and activities other than those provided for in this Agreement.
Consultant shall not be entitled to compensation for consulting services other
than the payment provided for in Section 2 hereof.
1.3 The relationship created between the Company and Consultant by this
Agreement is that of a hiring corporation and an independent contractor. The
methods and means of performing the work by Consultant under this Agreement will
be solely within the control of Consultant. Consultant acknowledges and agrees
that Company's worker's compensation insurance does not cover Consultant or any
employee of Consultant. Consultant further acknowledges and agrees that because
he is an independent contractor, the Company has no responsibility for
withholding any employee related taxes including, without limitation, state or
federal income taxes, unemployment taxes, FICA taxes, and disability insurance
charges.
2. Consideration. Company will issue to Consultant for the Consulting
Agreement set forth in Section 1 a total of 30,000 shares of Common Stock, par
value $0.001, in a transaction exempt under SEC Rule 504. Such shares shall be
unrestricted and fully tradeable. In addition, the Company shall reimburse
consultant for all expenses incurred by him in connection with his duties
hereunder, provided that shall expenses shall be incurred pursuant to Company
policies in effect from time to time with the advance consent of the President.
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3. General.
3.1 This Agreement supersedes all prior agreements and understandings
between the Consultant and the Company with regard to the subject matter of this
Agreement.
3.2 No modification, termination, or waiver under this Agreement shall be
valid unless in writing and signed by the Consultant and the Company.
3.3 This Agreement shall inure to the benefit of and be binding upon any
successor or assign of the Company and shall inure to the benefit of and be
binding upon the Consultant's heirs, successors and assigns.
3.4 The waiver by the Company of a breach of any provision of this
Agreement by Consultant shall not operate or be construed as a waiver of any
subsequent breach of Consultant and the waiver by Consultant of a breach of any
provision of this Agreement by the Company shall not operate or be construed as
a waiver of any subsequent breach by the Company.
3.5 This Agreement shall be interpreted and construed under the laws of the
State of Texas.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
VOXCOM HOLDINGS, INC.
By: /s/ Xxx XxXxxxxx
---------------------------
Xxx XxXxxxxx, President
X.X.XXXXXXXXXX, INC.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, President
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