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EXHIBIT 2.5
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is entered into on this
the 16th day of January, 1996, by and between HALTER FINANCIAL GROUP, INC., a
Texas corporation ("HFG"), and XXXXX ACQUISITION CORPORATION, a Florida
corporation ("Xxxxx").
W I T N E S S E T H:
WHEREAS, on even date herewith, HFG, Xxxxxxx'x Thunder Karts, Inc., a
Louisiana corporation ("Xxxxxxx'x") and Xxxxxxx Xxxxxxx (the "Shareholder")
entered into that certain Stock Purchase Agreement (the "Purchase Agreement")
for the purpose of setting forth the terms and conditions pursuant to which all
of the outstanding shares of Xxxxxxx'x (the "Xxxxxxx'x Shares") will be
acquired by a to-be-named public acquisition corporation (the "Xxxxxxx'x
Acquisition");
WHEREAS, it is the intention of Xxxxx to become the acquiror of the
Xxxxxxx'x Shares upon payment of the consideration to the Shareholder as
specifically set forth in the Purchase Agreement;
WHEREAS, Xxxxx has relied and will continue to rely upon the expertise
of HFG to effect the closing of the Xxxxxxx'x Acquisition, and HFG is committed
to assisting Xxxxx in this effort to the extent that it has aided Xxxxx with
(i) its previous and pending corporate reorganization, (ii) certain capital
raising activities, and (iii) its identification and retention of consultants,
industry specialists and legal counsel necessary to consummate the transactions
contemplated by Purchase Agreement;
WHEREAS, HFG, for the benefit of Xxxxx, has paid to Xxxxxxx'x a
non-refundable deposit of $20,000 to cover Xxxxxxx'x expenses in the event the
Xxxxxxx'x Acquisition is not consummated;
WHEREAS, HFG is solely responsible for the payment of all fees and
expenses incurred by HFG and Xxxxx in connection with the Xxxxxxx'x Acquisition
if the parties are unable to close the transaction in accordance with the terms
of the Purchase Agreement;
WHEREAS, in consideration for HFG's past and expected future services
in connection with the Xxxxxxx'x Acquisition and pending the closing thereof,
Xxxxx desires to pay to HFG a consulting fee of $15,000 (the "Consulting Fee")
to be paid in accordance with Section 1 of this Agreement; and
WHEREAS, all defined terms used herein shall have the meaning ascribed
to them in the Purchase Agreement unless otherwise defined herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and confessed, the parties hereto
hereby agrees as follows:
1. Payment of the Consulting Fee. If the number of Acquiring
Company Shares to be delivered to HFG by the Shareholder in accordance with
Section 3.4 of the Purchase Agreement is less than 500,000, then HFG, upon the
closing of the Xxxxxxx'x Acquisition and the settlement
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thereof, shall receive from Xxxxx x xxxx payment of $10,000 plus the number of
available Acquiring Company Shares in full and final satisfaction of the
Consulting Fee. HFG and Xxxxx further agree that if the number of Acquiring
Company Shares to be delivered to HFG by the Shareholder exceeds 500,000, then
HFG will accept that number of Acquiring Company Shares as full and final
satisfaction of the Consulting Fee.
2. Miscellaneous. This Agreement may not be modified, altered,
amended or terminated except by the written agreement of all the parties. If a
court of competent jurisdiction determines that any provision contained in this
Agreement is void, illegal or unenforceable, the other provisions shall remain
in full force and effect and the provision held to be void, illegal or
unenforceable shall be limited so that it shall remain in effect to the extent
permissible by law. The parties agree to perform and execute all instruments
necessary or appropriate to carry out the terms of this Agreement. This
Agreement is made and is performable in Dallas County, Texas and shall be
governed by the laws of the State of Texas. This Agreement sets forth the
entire understanding of the parties and supersedes all prior representations,
understandings and agreements, oral or written, made between the parties
hereto. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
HALTER FINANCIAL GROUP, INC.
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx, President
XXXXX ACQUISITION CORPORATION
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx, Vice President
CONSULTING AGREEMENT - Page 2
