EXHIBIT 7.
CONSULTING AGREEMENT
CONSULTING AGREEMENT made this ___ day of April, 1997 by and be-
tween XXXXXX X. and XXXXXXX X. XXXXXXX (the "Gilberts") and SAF T
LOK INCORPORATED, a Florida corporation (the "Company").
Recitals:
A. The Gilberts beneficially own more than ten percent (10%) of
the common stock of the Company.
B. Xx. Xxxxxxx serves the Company as a director.
C. The Company owes the Gilberts four hundred thousand dollars
($400,000) for loans they made to the Company, which loans are
evidenced by convertible promissory notes dated __________ and
__________, 1996 (together, the "Notes").
D. Xx. Xxxxxxx had been party to an employment agreement with
the Company (subsequently amended) and Xxx. Xxxxxxx had been par-
ty to an employment agreement with the Company (subsequently am-
ended) (collectively, the "Old Agreements") until their resigna-
tions on November 1, 1996.
E. The Gilberts desire to convert the Notes into shares of the
Company's common stock in exchange for this Consulting Agreement.
F. The Gilberts have been using an automobile (vehicle identi-
fication number ________________) which is owned by the Company
(the "Car").
G. The Company owns miscellaneous video editing and computer
equipment formerly used or useful in the business conducted by
the Company's subsidiary RGB Video, Inc. (the "Equipment"), some
of which is in the possession of the Gilberts.
NOW, THEREFORE, in consideration of the covenants and promises
herein contained and other good and valuable consideration, the
parties agree as follows:
1. The Gilberts acknowledge and confirm their resignations rel-
ative to the Old Agreements and that the Old Agreements ceased
being effective and operative on November 1, 1996.
2. The Company acknowledges and confirms that Xx. Xxxxxxx is a
director, which is the only position with the Company held by
either Mr. or Xxx. Xxxxxxx.
3. The Notes are hereby converted into shares of the Company's
common stock at one half the conversion price set forth therein
and the original Notes are hereby returned to the Company marked
"CANCELLED" and all copies thereof destroyed. The Company does
not owe any sums to the Gilberts or any assignee of the Gilberts
following such conversation and cancellation.
4. Xx. Xxxxxxx shall provide such business consulting services
and advice to the Company as the Company's Chairman or President
may from time to time request. Xx. Xxxxxxx shall perform servic-
es hereunder as an independent contractor and not an employee of
the Company.
5. While providing consulting services to the Company Mr. Xxx-
xxxx shall not engage in any activity that could be deemed to
conflict with his duties to the Company.
6. For consulting services rendered hereunder the Company shall
pay Xx. Xxxxxxx the sum of one hundred dollars ($100) per hour in
which services are rendered.
7. The Company can terminate this Agreement only for gross neg-
ligence, wilful misconduct, insubordination, breach of fiduciary
duty or breach of this Agreement.
8. This Agreement may not be assigned or its consulting respon
sibilities delegated by Xx. Xxxxxxx. The payment obligation of
the Company may be assigned to an affiliate.
9. The Company hereby agrees promptly to convey the Car to the
Gilberts, subject to the existing encumbrances thereon.
10. The Company hereby conveys the Equipment to the Gilberts,
"as is".
11. Outstanding stock purchase options and warrants made by the
Company in favor of the Gilberts remain in effect, unchanged by
this Agreement.
12. The parties hereby mutually release each other from any and
all claims they may have against the other in connection with the
Old Agreements and the Notes.
13. This Agreement constitutes the entire agreement of the par
ties with respect to the subject matter hereof. It may only be
amended by written instrument executed by the Chairman of the
Company and either Mr. or Xxx. Xxxxxxx.
[SIGNATURES APPEAR ON NEXT PAGE]
IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date set forth above.
SAF T LOK INCORPORATED
By:____________________________
Xxxxxxxx X. Xxxxxx, Chairman
_______________________________
XXXXXX X. XXXXXXX III
_______________________________
XXXXXXX X. XXXXXXX
