CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of March 2, 2000 between PDC INNOVATIVE
INDUSTRIES, INC., a Nevada corporation, ("PDCI"), on the one hand, and M.
XXXXXXX XXXXXX ("Xxxxxx"), XXXXX X. XXXXXXXX ("Xxxxxxxx"), VI XXX ("Xxx"),
XXXXX XXXXXXX ("Xxxxxxx"), XXXXX XXXXX ("Xxxxx") and XXXXXX XXXXXXXXX
("Xxxxxxxxx", and, together with Xxxxxx, Lebrecht, Bui, Xxxxxxx and Xxxxx, the
"Consultants"), on the other hand.
WHEREAS:
A. Consultants have agreed to render consulting services with regard to
the negotiation and completion of a stock exchange between PDCI and the majority
shareholder of MAS Acquisition XIV Corp., an Indiana corporation (the "MAS XIV
Shareholder").
B. In the event PDCI is able to complete the Stock Exchange with the
MAS XIV Shareholder, PDCI wishes to compensate Consultants for their consulting
services.
NOW THEREFORE, it is agreed:
1. Stock Compensation. PDCI shall pay and cause to be issued to the
Consultants a consulting fee of 2,465,000 shares of common stock of PDCI (the
"Shares") immediately upon the execution of a stock exchange agreement with the
MAS XIV Shareholder. Such shares shall be subject to registration by PDCI on
Form S-8 within 7 days of PDCI closing on the stock exchange agreement with the
MAS XIV Shareholder. The Consultants agree to prepare and file the S-8
Registration Statement at their sole expense. The parties agree that the value
of the Shares is equal to 50% of the closing bid price on the date of this
Agreement. The shares shall be issued as follows: 1,252,750 to Xxxxxx, 273,000
to Lebrecht, 204,750 to Xxx, 85,000 to Xxxxxxx, 615,500 to Xxxxxxxxx, and 25,000
to Alami.
2. Miscellaneous. This Agreement (i) shall be governed by the laws of
the State of California; (ii) may be executed in counterparts each of which
shall constitute an original; (iii) shall be binding upon the successors,
representatives, agents, officers and directors of the parties; and (iv) may not
be modified or changed except in a writing signed by all parties.
This Consulting Agreement has been executed as of the date first above
written.
PDC INNOVATIVE INDUSTRIES, INC.
/S/ Xxxx Xxxxxx
____________________________________________________
By: Xxxx Xxxxxx, CEO
CONSULTANTS
/s/ M. Xxxxxxx Xxxxxx
____________________________________________________
M. Xxxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxxx
____________________________________________________
Xxxxx X. Xxxxxxxx
/s/ Vi Xxx
____________________________________________________
Vi Xxx
/s/ Xxxxx Xxxxxxx
____________________________________________________
Xxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxxxx
____________________________________________________
Xxxxxx Xxxxxxxxx
/s/ Xxxxx Xxxxx
____________________________________________________
Xxxxx Xxxxx
