Addendum
To
Consulting Agreement
Preamble
THIS ADDENDUM TO CONSULTING AGREEMENT, is made and entered into
effective June 30, 2000, by and between WorldCast Interactive, Inc., a Florida
corporation, having its principle office at 00000 Xxxxx Xxxx 0, Xxxxx 000. Xxxx
Xxxxx, Xxxxxxx 00000 ("Company"), Perrins Management Corporation, California
Corporation, having its principle office at 0000 Xxxxxxxx Xxx, Xxx Xxxx,
Xxxxxxxxxx 00000 ("Consultant") and Xxxxxx X. Xxxxxxx, Xx., an individual,
having his principal office at 0000 Xxxxxxxx Xxx, Xxx Xxxx, Xxxxxxxxxx 00000
("Xxx Xxxxxxx").
Recitals
WHEREAS, Company has engaged Consultant as an independent contractor to
provide services to Company, including its subsidiaries, ConvergIT and Cable
Tech, Inc., as set forth in a Consulting Agreement dated May 8, 2000;
WHEREAS, Company desires to expand the scope of services to be provided
by Consultant pursuant to said Consulting Agreement;
NOW THEREFORE, in consideration of the obligations herein made and
undertaken, the parties, intending to be legally bound, covenant and agree as
follows:
Agreement
A. For a period of one year commencing July 1, 2000, Consultant shall
actively assist Company in its endeavors to (i) identify merger and acquisition
targets, (ii) conduct its due diligence investigation of such targeted business
enterprises, (iii) negotiate the terms of such acquisitions and mergers, and
(iv) maintain favorable relations with the principals of the targeted business
enterprises pending closing of such mergers and acquisitions.
B. In consideration of the services of Xxx Xxxxxxx provided in
accordance with this Addendum, Company shall grant and issue to Xxx Xxxxxxx
4,000,000 units of WorldCast Interactive, Inc., Share Appreciation Rights (SAR)
convertible into 4,000,000 shares of common stock of the Company (conversion
ratio of 1:1) or, alternatively, and at the sole election of Xxx Xxxxxxx, each
SAR unit may be converted into cash at the rate of $0.40 per SAR unit, subject,
in each case, to the claw-back provision set forth in paragraph D, below.
C. Xxx Xxxxxxx shall be restricted from making any election to convert
SAR units into either common stock or cash for a period of one (1) year from the
effective date of this Agreement.
D. In the event that the share price of common stock of Company is
$2.00 per share or more on July 1, 2001, then 3,000,000 of the 4,000,000 SAR
units issued to Xxx Xxxxxxx shall be cancelled and the total consideration to
which Xxx Xxxxxxx shall be entitled for the services provided hereunder shall be
the remaining 1,000,000 SAR units. For purposes of this paragraph, the price of
the common stock of the Company on July 1, 2001, shall be deemed to be $2.00 per
share if, at any time during the ninety (90) day period between April 1, 2001,
and June 30, 2001, the average closing price of the common stock of the Company
is equal to or greater than $2.00 per share for fifteen (15) consecutive trading
days.
E. Any and all SAR units that are converted into common stock and
traded on the NASDAQ Exchange shall be subject to any and all applicable rules
of the Securities and Exchange Commission (SEC).
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of June 30, 2000.
WorldCast Interactive, Inc.
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Xxxxx Xxxxxx, CEO
Perrins Management Corporation
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Xxxxxx X. Xxxxxxx, Xx., CEO
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Xxxxxx X. Xxxxxxx, Xx., an individual
