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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is being made as of the 15th day of February,
1999 by and between XXXXXX XXXXXXX, an individual residing in Sarasota County,
Florida (herein "Xxxxxxx") and XXXXXXX & ASSOCIATES, INC., a corporation
organized and existing pursuant to the laws of the State of Florida and having
its principal place of business in the City of Sarasota, Florida ("Xxxxxxx").
B A C K G R O U N D
Xxxxxxx has acted as a consultant to Xxxxxxx and in connection with the
conduct of a residential home development and construction business conducted by
Xxxxxxx through one or more corporate entities, which includes, without
limitation, Whitehall Homes, Inc. (collectively referred to in this Agreement as
the "Whitehall Entities" or individually as a "Whitehall Entity"). In connection
with the providing of such consulting services to Xxxxxxx and the Whitehall
Entities, Xxxxxxx, with the full knowledge, consent and acquiescence of Xxxxxxx,
has entered into or will enter into a certain agreement styled "Agreement
Providing for the Purchase of Capital Stock" (the "Purchase Agreement") which
exists or which is to exist between Xxxxxxx, Cambridge Universal Corporation, a
Colorado corporation based in Denver, Colorado ("Cambridge") and the record and
beneficial holders of not less than 2,290,000 shares of the outstanding common
stock, $.10 par value of Cambridge, which holders are Xxxxxx X. Xxxxxxx, First
Development Investment Corp., XxXxxxxxx Consulting Services, Inc., Xxxxx Xxxxxxx
and Xxxxx Land & Cattle, Inc. (referred to herein as the "Cambridge Shares" and
the "Holders" respectively). Cambridge is publicly held and is what is generally
described as a "public shell." Unless specifically defined in this Agreement,
capitalized terms have the meanings and definitions attributed to such terms as
set forth in the Purchase Agreement.
The Purchase Agreement provides, inter alia, for the acquisition by
Xxxxxxx of 2,290,000 Cambridge Shares at a per Share consideration of
approximately $.0437 for an aggregate consideration of $100,000 (the "Share
Consideration"). The Share Consideration will be paid by Xxxxxxx to the Holders
in accordance with their respective entitlements on the basis of an initial
payment of $5,000, which amount has been deposited in the Trust Account of legal
counsel to Xxxxxxx, Xxxxxxx X. Xxxxxxx, P.A. and which will be released and paid
to the Holders at the time that the Purchase Agreement is fully executed by the
Agreement Parties. An additional payment of $20,000 will be made by Xxxxxxx to
such Holders at the time that certain United States Securities and Exchange
Commission periodic and annual reports have been prepared and filed with respect
to Cambridge. The balance of the Share Consideration will be paid by utilization
of a promissory note which is Schedule I to the Purchase Agreement and which
shall have the terms and conditions set forth in the Purchase Agreement and
Schedule I thereto.
One of the purposes of the acquisition of the Cambridge Shares by
Xxxxxxx is to obtain voting control of Cambridge by virtue of such acquisition
and the delivery by the
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Holders of good and valid proxies constituting, when taken with the Cambridge
Shares, 51% or more of voting control of Cambridge. The attainment of this
position by Xxxxxxx with respect to Cambridge is believed by Xxxxxxx and Xxxxxxx
to better facilitate an anticipated business combination between a Whitehall
Entity or Whitehall Entities and Cambridge, thereby permitting such Whitehall
Entity or Whitehall Entities to, in effect, become publicly held. In that
regard, it is anticipated that subsequent to a business combination between a
Whitehall Entity or Whitehall Entities and Cambridge, Cambridge will change its
name to a name determined by Xxxxxxx in consultation with Xxxxxxx, will become a
domestic Florida corporation and will take the necessary steps to cause the
outstanding common stock of Cambridge to be listed in accordance with the NASDAQ
OTC Bulletin Board. Cambridge will continue the business presently conducted by
the Whitehall Entity or the Whitehall Entities.
Xxxxxxx and Xxxxxxx acknowledge that as of the date of this Agreement
and at times subsequent to the date of this Agreement Xxxxxxx has advanced and
will advance substantial sums in order to defray the various transactional costs
attendant to the preparation of the Purchase Agreement, the consummation of the
transactions called for by the Purchase Agreement and the intended business
combination of a Whitehall Entity or Whitehall Entities with Cambridge, as well
as the conduct of a limited and private offering of the equity securities of
Xxxxxxx and/or Cambridge, which expenditures presently are in the amount of
$5,000 but which are expected to reach the amount of approximately $25,000
through the preparation of the necessary documentation relating to the described
limited and private offering. Such $25,000 amount does not take into account the
obligations of Xxxxxxx to provide the initial increments of the Share
Consideration in the amounts of $5,000 and $20,000 prior to the time of the
closing of the acquisition by Xxxxxxx of the Cambridge Shares. Such $25,000
amount also does not take into account out-of-pocket expenses to be incurred and
paid by Xxxxxxx in connection with certain consulting and other fees payable to
certain persons and entities.
Xxxxxxx and Xxxxxxx wish, by means of this Agreement, to provide for
their respective obligations, both from a monetary point of view and with
respect to the going forward with the consummation of the Purchase Agreement
transactions, the limited and private offering of the equity securities of
Xxxxxxx and/or Cambridge and the business combination of Cambridge with a
Whitehall Entity or Whitehall Entities as well as the consulting services to be
provided by Xxxxxxx.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein set forth and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Xxxxxxx and Xxxxxxx agree as
follows:
1. Action by Xxxxxxx. Xxxxxxx will use its best diligent efforts to
proceed with all necessary action and preparation in order to permit the
consummation of the sale-purchase transaction provided for in the Purchase
Agreement, the conduct of the limited and private offering of the equity
securities of Xxxxxxx and/or Cambridge and the business
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combination of Cambridge with a Whitehall Entity or Whitehall Entities, which
action shall include the advancing of all necessary funds in order to pay legal
and other transactional costs attendant to such activity as described above,
including, without limitation, the obligation of Xxxxxxx as set forth in that
certain engagement letter dated December 8, 1998 by and between Xxxxxxx and
Xxxxxxx X. Xxxxxxx, P.A. and the obligation on the part of Xxxxxxx to provide
the initial two increments of the Share Consideration at the times provided in
the Purchase Agreement and in the aggregate amount of $25,000. Xxxxxxx will keep
complete and detailed records of his expenditures which are attendant to the
carrying out and completion of the transactions called for by the Purchase
Agreement and the other intended activities and will continually advise Xxxxxxx
of the status of such matters and the costs expended to date.
2. Reimbursement by Xxxxxxx. Contemporaneous with the date of this
Agreement, Xxxxxxx and/or a Whitehall Entity or Whitehall Entities shall
reimburse Xxxxxxx for the amounts advanced by Xxxxxxx to such date and which
relate to the consummation of the Purchase Agreement transactions and the other
activities earlier described in this Agreement which shall include the aggregate
$25,000 increment of the Share Consideration, which amount shall be shared
equally by Xxxxxxx and Xxxxxxx and/or a Whitehall Entity resulting in the record
and beneficial ownership of the Cambridge Shares being equally divided between
Xxxxxxx and Xxxxxxx and/or a Whitehall Entity. Xxxxxxx and/or a Whitehall Entity
shall also be jointly obligated each in the amount of 50% of the principal
amount of the Promissory Note to be given in connection with the consummation of
the sale-purchase transaction called for by the Purchase Agreement. Such
reimbursement may be in one or more installments as agreed to by Xxxxxxx and
Xxxxxxx. To the extent that the limited and private offering of the equity
securities of Xxxxxxx and/or Cambridge has been sufficiently accomplished,
reimbursement of Xxxxxxx may occur utilizing proceeds received by Xxxxxxx and/or
Cambridge as a result of the partial or complete successful completion of the
intended limited and private offering of the equity securities of Xxxxxxx and/or
Cambridge. The obligation of Xxxxxxx to reimburse Xxxxxxx pursuant to the
provisions of this Section 2 is absolute and is not conditioned in any manner
whatsoever on the consummation of the transactions called for by the Purchase
Agreement or the initiation and completion of the limited and private offering
of the equity securities of Xxxxxxx and/or Cambridge or the business combination
of a Whitehall Entity or Whitehall Entities with Cambridge.
3. The Business Combination. Xxxxxxx agrees that he will take all
necessary steps and action required to permit a business combination to be
consummated between Cambridge and a Whitehall Entity or Whitehall Entities on or
before a date which is sixty (60) days from the date of this Agreement upon such
terms as may be mutually determined. The terms of such business combination will
relate principally to the number of shares of the voting common stock of
Cambridge to be issued to Xxxxxxx and other beneficial holders of the
outstanding voting common stock of the Whitehall Entity or Whitehall Entities
combined with or to be combined with Cambridge which number of shares of voting
common stock of Cambridge issued in such exchange will vest voting control of
Cambridge
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in Xxxxxxx and persons or entities affiliated with him and is expected to
involve the conveyance of some or all of the Cambridge Shares acquired by
Xxxxxxx to Xxxxxxx and persons affiliated with him. It is acknowledged by
Xxxxxxx and Xxxxxxx that the business combination intended to be consummated and
as described in this Section 3 will utilize those procedures recommended by
legal counsel to Xxxxxxx, Xxxxxxx X. Xxxxxxx, P.A., Sarasota, Florida, which
business combination transaction will be accomplished in compliance with
applicable law, including, without limitation, the Florida Business Corporation
Act, the Colorado Corporation Act and applicable securities laws of the States
of Florida and Colorado and the Securities Act of 1933, as amended. At the time
of the consummation of the business combination between the Whitehall Entity or
Whitehall Entities and Cambridge, such Whitehall Entity or Whitehall Entities
shall become a co-maker and jointly and severally obligated with Cambridge and
Xxxxxxx on the promissory note or notes to be provided to the Holders at the
consummation of the purchase of Cambridge Shares by Xxxxxxx, which promissory
note is Schedule I to the Purchase Agreement.
4. Further Agreements and Transactions. Upon the consummation of the
transactions provided for by the Purchase Agreement and the combination of
Cambridge with one or more Whitehall Entities, Xxxxxxx shall continue to be
engaged as a consultant to Cambridge (as then constituted) under consulting
arrangements which will be for a term of five (5) years from the date of
commencement thereof with a three (3) year option on the part of Xxxxxxx to
continue such consulting arrangements for which Xxxxxxx will be compensated by
consulting fees in the amount of $115,000 per year payable in monthly
installments and by the issuance to Xxxxxxx of 1,000,000 Cambridge Shares. At a
point in time determined by Xxxxxxx and during the term of such consulting
arrangements, the principal of Xxxxxxx, X. X. Xxxxxxx, shall be appointed
Executive Vice President of Cambridge as then constituted and shall serve as an
officer of Cambridge pursuant to a written employment agreement which shall
continue the consulting compensation in the amount of $115,000 as executive
compensation under the Employment Agreement. Additionally, such Employment
Agreement shall provide for a term not less than the remaining term of the
consulting arrangements superseded by such employment arrangements and a monthly
car allowance of $500 to be paid to X. X. Xxxxxxx. Cambridge shall also provide
for health insurance to X. X. Xxxxxxx and his wife in a manner reasonably
satisfactory to X. X. Xxxxxxx. X. X. Xxxxxxx shall also participate in any
benefit plans then in place or adopted by Cambridge, including, without
limitation, bonus compensation, participation in stock option plans or profit
sharing plans, 401(k) Plans or plans and benefits of a similar type or nature.
X. X. Xxxxxxx, as Executive Vice President of the Company, shall perform those
duties and responsibilities usually incidental to such position.
5. Miscellaneous.
(A) Notices. All notices or other communications required or permitted
under this Agreement shall be in writing and shall be given by mail or by
facsimile transmission (in the event of facsimile transmission, a conforming
copy shall be mailed postage prepaid
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simultaneously therewith). If notice is to be given to Xxxxxxx, such notice
shall be deemed given when provided in the manner provided herein to Xxxxxxx in
care of Xxxxxxx X. Xxxxxxx, Esq., Xxxxxxx X. Xxxxxxx, P.A., 0000 Xxxxx Xxxxxxx
Xxxxx, Xxxxxxxx, Xxxxxxx 00000, 941/952-9750, facsimile 941/955-4027. If notice
is to be given to Xxxxxxx, such notice shall be deemed given when provided in
the manner provided herein to Mustari in care of the Whitehall Entities, 000
Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx 00000.
(B) Applicable Law and Jurisdiction. This Agreement shall be governed
by and construed in accordance with the laws of the State of Florida.
Jurisdiction with respect to the subject matter of this Agreement shall be
vested in the Circuit Court for the Twelfth Judicial Circuit in and for Sarasota
County, Florida.
(C) Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors, assigns,
heirs and representatives.
(D) Entire Agreement. This Agreement constitutes the entire
understanding on the part of the parties hereto, and all previous agreements and
understandings are superseded by this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
/s/ Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
XXXXXXX & ASSOCIATES, INC.
By /s/ X. X. Xxxxxxx
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Its President
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FIRST ADDENDUM TO
CONSULTING AGREEMENT
THIS FIRST ADDENDUM (the "First Addendum") is made to that certain
Consulting Agreement dated as of February 15, 1999 by and between XXXXXX
XXXXXXX, an individual residing in Sarasota County, Florida, referred to in such
Consulting Agreement and herein as "Xxxxxxx" and XXXXXXX & ASSOCIATES, INC., a
corporation organized and existing pursuant to the laws of the State of Florida
and having its principal place of business in the City of Sarasota, Florida,
referred to in such Consulting Agreement and herein as "Xxxxxxx".
B A C K G R O U N D
The Consulting Agreement referenced contains certain recitals relating
to the intentions of the Agreement Parties, Xxxxxxx and Xxxxxxx. The purpose of
this Addendum is to acknowledge that certain action which is contemplated by
such recitals set forth in the BACKGROUND section of the Consulting Agreement
has occurred, specifically (a) the consummation of the transactions called for
by that document referenced in the Consulting Agreement and referred to as the
Purchase Agreement, (b) the business combination of Cambridge Universal
Corporation (now known as Whitehall Limited, Inc.) by virtue of the exchange
transaction which has occurred between Cambridge Universal Corporation and
Xxxxxxx and his spouse, Xxxxxx Xxxxxxx, all of which occurred on or about June
24, 1999, and (c) the performance of significant consulting services on behalf
of Whitehall Limited, Inc. by Xxxxxxx, which consulting services are on-going.
The purpose of this First Addendum is to reaffirm all of the
understandings and agreements reflected and memorialized in the Consulting
Agreement and to provide that Whitehall Limited, Inc. will also be a party to
the Consulting Agreement and be bound by the terms thereof.
Accordingly, in and for the original consideration and mutual promises
and covenants set forth in the Consulting Agreement dated as of February 15,
1999 and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Xxxxxxx, Xxxxxxx and Whitehall Limited, Inc.
(now a Florida Corporation and formerly known as Cambridge Universal
Corporation) agree that Whitehall Limited, Inc. shall be bound by the terms and
provisions of such Consulting Agreement to the extent that any of such terms and
conditions as are imposed upon Xxxxxxx remain yet to be completely performed. It
is further agreed that (a) Xxxxxxx is owed substantial consulting fees which are
unpaid and (b) in partial consideration of such consulting fees owing, Whitehall
Limited< inc. has issued to xxxxxxx 1,000,000 shares of its common stock, $.10
par value (the "Shares"), which Shares, for purposes of such payment, shall be
valued at such par value. Whitehall Limited, Inc. acknowledges that such Shares
are or will be beneficially owned by the holders of the outstanding voting
common stock of Xxxxxxx, to wit: Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx and
Xxxxxx X. Xxxxxxx.
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This First Addendum is dated as of June 30, 1999.
/s/ Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
XXXXXXX & ASSOCIATES, INC.
By /s/ X. X. Xxxxxxx
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Its President
WHITEHALL LIMITED, INC.
By /s/ Xxxxxx Xxxxxxx
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Its President
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No.1 to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized.
WHITEHALL LIMITED, INC.
March 30, 2000 By /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President and Chief
Executive Officer
