CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of February 22, 2000 between XXXXXXXXXX.XXX
CORP, a Nevada corporation, ("PAYV"), on the one hand, and M. XXXXXXX XXXXXX
("Xxxxxx"), XXXXX X. XXXXXXXX ("Xxxxxxxx"), VI XXX ("Xxx"), XXXXX XXXXXXX
("Xxxxxxx") and XXXXXX XXXXXXXXX ("Xxxxxxxxx", and, together with Cutler,
Lebrecht, Xxx and Xxxxxxx, 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 PAYV and the majority
shareholder of MAS Acquisition XVI Corp., an Indiana corporation (the "MAS XVI
Shareholder").
B. In the event PAYV is able to complete the Stock Exchange with the
MAS XVI Shareholder, PAYV wishes to compensate Consultants for their consulting
services.
NOW THEREFORE, it is agreed:
1. Cash Compensation. PAYV shall pay by bank wire to Xxxxxx a
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consulting fee of $100,000.00 immediately upon the execution of a stock exchange
agreement with the MAS XVI Shareholder.
2. Stock Compensation. PAYV shall pay and cause to be issued to the
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Consultants a consulting fee of 335,000 shares of common stock of PAYV (the
"Shares") immediately upon the execution of a stock exchange agreement with the
MAS XVI Shareholder. Such shares shall be subject to registration by PAYV on
Form S-8 within 7 days of PAYV closing on the stock exchange agreement with the
MAS XVI Shareholder. The Consultants agree to prepare and file the S-8
Registration Statement at their sole expense. PAYV agrees to furnish the
opinion of counsel required as Exhibit 5 for such Registration Statement at its
sole expense. Such shares shall be issued as follows: 174,200 to Xxxxxx, 53,600
to Lebrecht, 40,200 to Xxx, 33,500 to Xxxxxxx and 33,500 to Xxxxxxxxx.
3. Miscellaneous. This Agreement (i) shall be governed by the laws of
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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.
XXXXXXXXXX.XXX CORP.
/s/ Xxxx Xxxxxxx
____________________________________________________
By: Xxxx Xxxxxxx, President
CONSULTANTS
/s/ M. Xxxxxxx Xxxxxx
____________________________________________________
M. Xxxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxxx
____________________________________________________
Xxxxx X. Xxxxxxxx
/s/ Vi Xxx
____________________________________________________
Vi Xxx
/s/ Xxxxx Xxxxxxx
____________________________________________________
Xxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxxxx
____________________________________________________
Xxxxxx Xxxxxxxxx
____________________________________________________
