CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of March 31, 2000 between SAF-T-HAMMER, INC.,
a Nevada corporation, ("SAFH"), on the one hand, and M. XXXXXXX XXXXXX
("Xxxxxx"), XXXXX X. XXXXXXXX ("Xxxxxxxx"), VI XXX ("Xxx"), XXXXX XXXXXX
("Starik"), XXXXXXXXX XXXXXXXX ("Xxxxxxxx", and, together with Cutler, Lebrecht,
Xxx and Starik, 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 SAFH and the majority
shareholder of Lost Coast, Inc., a Delaware corporation (the "Lost Coast
Shareholder").
B. In the event SAFH is able to complete the Stock Exchange with the
Lost Coast Shareholder, SAFH wishes to compensate Consultants for their
consulting services.
NOW THEREFORE, it is agreed:
1. Stock Compensation. SAFH shall pay and cause to be issued to the
Consultants a consulting fee of $100,000 cash, plus 250,000 shares of common
stock of SAFH (the "Shares") immediately upon the execution of a stock exchange
agreement with the Lost Coast Shareholder. Such shares shall be subject to
registration by SAFH on Form S-8 within 5 days of SAFH closing on the stock
exchange agreement with the Lost Coast Shareholder. The Consultants agree to
prepare and file the S-8 Registration Statement at their sole expense, except
for the filing fee associated therewith, which shall be reimbursed by SAFH. 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:
108,500 to Xxxxxx, 35,000 to Lebrecht, 26,250 to Xxx, 75,000 to Starik and 5,250
to Xxxxxxxx.
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.
SAF-T-HAMMER, INC.
/s/ Xxxxxxxx X. Xxxxx
____________________________________________________
By: Xxxxxxxx X. Xxxxx, President and Chief Executive Officer
CONSULTANTS
/s/ M. Xxxxxxx Xxxxxx
____________________________________________________
M. Xxxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxxx
____________________________________________________
Xxxxx X. Xxxxxxxx
/s/ Vi Xxx
____________________________________________________
Vi Xxx
/s/ Xxxxx Xxxxxx
____________________________________________________
Xxxxx Xxxxxx
/s/ Xxxxxxxxx Xxxxxxxx
____________________________________________________
Xxxxxxxxx Xxxxxxxx
