ADDENDUM TO CONSULTING AGREEMENT
ADDENDUM
TO CONSULTING AGREEMENT
THIS
ADDENDUM
is
entered into and made effective this 3rd day of May 2007 (the “Effective
Date”),
BY
and BETWEEN Public Company Management Corporation (the “Company”),
a
Nevada corporation, and Xxxx X'Xxxx High, (the “Consultant”),
and
modifies that certain Consulting Agreement, attached hereto as Exhibit
A
(the
“Agreement”),
dated
April 12, 2007, between the Company and the Consultant. The Company and the
Consultant are collectively referred to herein as the “Parties”
and
each as a “Party”.
All
capitalized terms used in this Addendum and not otherwise defined have the
meanings set forth in the Agreement.
WHEREAS,
the
Company wishes to obtain the additional services of the Consultant as Treasurer
and Chief Financial Officer to serve as the principal financial officer and
principal accounting officer (collectively, “CFO”);
WHEREAS,
the
Consultant wishes to provide these additional services as interim CFO to the
Company in the capacity of an independent contractor;
WHEREAS,
the
Company wishes to provide Consultant with an incentive (the “Client
Stock Incentive”)
in the
form of common stock which the Company holds of its clients for Consultant’s
services as an executive officer of the Company, and Consultant wishes to
receive such incentive;
NOW,
THEREFORE,
in
consideration of the terms, conditions, agreements and covenants contained
herein and in the Agreement (the receipt and sufficiency of which are
acknowledged by each party), and in reliance upon the representations and
warranties contained in the Agreement, the Parties hereto agree as
follows:
Section
1. Engagement. The
Company hereby engages the services of the Consultant for the position of CFO
of
the Company, and the Consultant hereby accepts such engagement and agrees to
perform the services to the best of his ability and in accordance with terms
and
conditions of this Addendum and the Agreement.
Section
2. Duration.
The
Company shall retain the Consultant as CFO during the Term of the Agreement.
The
parties may extend this period as provided in Section 1.2 of the
Agreement.
Section
3. Duties.
The
Consultant shall, pursuant to this Addendum and the Agreement, perform all
duties customarily performed by a person with like titles and positions of
a
small, publicly-held corporation engaged in a business similar to the Company’s
business, which includes, but is not limited to the following:
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(a)
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Financial
and Accounting Oversight - Maintain the Company’s “disclosure controls and
procedures” (as defined in the Securities Exchange Act of 1934 Rules
13a-15(e) and 15d-15(e)) and “internal control over financial reporting”
(as defined in the Securities Exchange Act of 1934 Rules 13a-15(f)
and
15d-15(f)); assist in evaluating the effectiveness of the Company’s
disclosure controls and procedures as of the end of each fiscal quarter
and the effectiveness of the Company’s internal control over financial
reporting as of the end of each fiscal year; assist in evaluating
any
change in the Company's internal control over financial reporting,
that
occurred during each of the fiscal quarters that has materially affected,
or is reasonably likely to materially affect, the Company’s internal
control over financial reporting; evaluate, design and coordinate
accounting functions for the Company; communicate with the Board
of
Directors or Audit Committee, if applicable, or both regarding the
Company’s disclosure controls and procedures, internal control over
financial reporting or any changes or revisions thereto; and establish
financial policies and procedures for the
Company.
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(b)
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Financial
Management - direct the Company’s overall financial plans and accounting
policies, designs and coordinate financial management, accounting
and
statistical data and reports as required to measure the Company’s
financial performance; oversee all financial functions including
accounting, budget, credit, insurance, tax and treasury; analyze
current
and projected cash balances and invests available funds to maximize
income
within guidelines established by the Board of Directors; coordinate
the
budget process for operating and capital budgets to provide an effective
planning and performance measurement tool; direct and manage the
financial
programs and supporting information systems of the Company to include
budgeting, receipt of revenue, expenditure of funds and conservation
of
assets; establish and maintain financial records systems in accordance
with GAAS and accounting principles; coordinate the preparation of
financial statements, financial reports, special analyses and information
reports; develop, implement, interpret and coordinate the application
of
finance, accounting, billing and audit procedures; provide strategic
consultation and representation to management on financial issues,
to
include financial analysis and projections, cost identification and
allocation, and revenue and expense analyses; provide consultative
support
to management in planning initiatives, through management and financial
information analyses, reports and recommendations; establish and
implement
short- and long-range organizational goals, objectives, policies,
and
operating procedures; monitor and evaluate operational effectiveness;
effect changes needed for improvement; develop and direct the
implementation of strategic business and/or operational plans, projects,
programs, and systems, as appropriate to the objectives of the Company;
provide strategic and operational direction to the Company’s finance and
accounting departments; assist CEO in establishing financial strategic
objectives and operating policies and procedures to ensure attainment
of
corporate objectives; evaluate results within business to determine
if
financial objectives are being met; and responsible for the direction
of
the following functions: finance, accounting, bonding, risk management,
project controls and information
technology.
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(c)
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Financial
Due Diligence of Clients - Perform due diligence reviews of financial
information of current and potential clients of the Company; conduct
pre-client business qualification screening and financial forecasting;
and
negotiate and develop consulting services and other contracts with
clients.
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Section
4. Cash Compensation.
The term
“Cash Compensation” shall mean $180,000 at the annualized rate, to be billed by
Consultant in monthly installments of $15,000.
Section
5. Client Stock Incentive.
For each
client whose securities the Company held as marketable securities as of March
31, 2007, as reflected on the stock roll forward schedule, attached hereto
as
Exhibit
B
(the
“Schedule”),
on
the Effective Date, the Consultant shall receive four percent (4%) of the
securities of such client as reflected on the Schedule. For each client whose
securities the Company held as non-marketable securities as of March 31, 2007,
as reflected on the Schedule, on the date that such securities of each of such
clients are first cleared for quotation on the over-the-counter Bulletin Board
(the “OTCBB”)
or the
Pink Sheets or listed on a national exchange, the Consultant shall receive
four
percent (4%) of the securities of such client as reflected on the Schedule.
The
Consultant shall have the right to receive four percent (4%) of the securities
of each client that the Company receives, or otherwise would receive without
taking this sentence into account, after March 31, 2007, at such time as such
securities of each of such clients are first cleared for quotation on the OTCBB
or the Pink Sheets or listed on a national exchange; provided,
however,
that
Consultant is serving as an executive officer of the Company at the time of
such
clearance.
Section
5. Entire Agreement. The
Agreement and this Addendum represent the entire understanding and agreement
between the parties hereto and there are no representations or warranties,
express or implied, statutory or otherwise other than set forth in the Agreement
and this Addendum and there are no agreements collateral hereto other than
as
are expressly set forth or referred to therein and herein. The Agreement and
this Addendum cannot be amended or supplemented except by a written agreement
executed by both parties hereto, provided that if the Company becomes listed
on
the Amex, NASDAQ or NYSE, the Company and the Consultant shall reasonably
renegotiate the terms of the Agreement and this Addendum to the extent such
terms are inconsistent with the rules and regulations of such exchange or
quotation system.
Section
5. Incorporation by Reference.
The
terms of the Agreement, to the extent not otherwise modified by this Addendum,
shall be incorporated herein by this reference and such terms shall be terms
hereof.
IN
WITNESS WHEREOF
the
undersigned have duly executed this Addendum as of the date set out on the
first
page of this Addendum.
PUBLIC
COMPANY MANAGEMENT CORPORATION
/s/
Xxxxxxx
Xxxxx
Xxxxxxx
Xxxxx, President & CEO
CONSULTANT
/s/
Xxxx X'Xxxx
High
Xxxx
X'Xxxx High
