Exhibit b
COMPENSATION AGREEMENT
This Compensation Agreement ("Agreement") is made and entered into by and
between ▇▇▇▇▇ Brothers Aviation, Inc. (the "Company") at ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇, a Utah corporation and ▇▇▇▇ ▇▇▇▇▇▇▇▇ ("Investor"),
at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, an individual.
Witnesseth
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WHEREAS, Investor has agreed to Purchase and the Company has agreed to sell
three million (3,000,000) shares of ▇▇▇▇▇ Brothers Aviation, Inc. common stock
as per the provisions of a Securities Purchase Agreement dated the 14th day of
May, 1997; and
WHEREAS, Investor is using, as a portion of payment for the herein
mentioned shares, an MD900 helicopter (hereinafter "Helicopter"); and
WHEREAS, the Company may decide to resell or otherwise liquidate the MD900
helicopter for cash;
NOW, THEREFORE, for and in consideration of the promises and obligations
contained herein, and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which is hereby acknowledged, the parties hereby
agree to be legally bound as follows:
1. Sale of Helicopter. Should the Company so decide, it will use its best
effort to sell, lease, or otherwise liquidate the Helicopter for as much
value as it finds possible.
2. Share Bonus. If the Company sells, leases or otherwise liquidates the
Helicopter for a cash value in excess of two million five hundred
thousand dollars ($2,500,000) then the Company will give to Investor one
(1) share of the Company's restricted common stock (SEC Rule 144) for
each dollar ($1.00) of cash value in excess of two million five hundred
thousand dollars ($2,500,000) that the Company receives for the
Helicopter.
3. Miscellaneous.
a. Notices. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given, if delivered by
hand, FAX, or mailed, certified or registered mail with postage
prepaid:
If to the Company, at ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇, ▇▇▇▇▇, FAX # ▇▇▇-▇▇▇-▇▇▇▇, attention ▇▇▇▇▇ ▇▇▇▇▇ or such
other person and place as the Company shall furnish to Investor
in writing; or
If to Investor, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, FAX # ▇▇▇-▇▇▇-▇▇▇▇, attention ▇▇▇▇ ▇▇▇▇▇▇▇▇ or to
such other person and place as Investor shall furnish to the
Company in writing.
b. Default. Should any party to this Agreement default in any of the
covenants, conditions, or promises contained herein, the defaulting
party shall pay all costs and expenses, including a reasonable
attorney's fee, which may arise or accrue from enforcing this
Agreement, or in pursuing any remedy provided hereunder or by the
statutes of the State of Arizona.
c. Assignment. This Agreement may not be assigned in whole or in part by
the parties hereto without the prior written consent of the other
party or parties, which consent shall not be unreasonably withheld.
d. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their successors
and assigns.
e. Governing Law and Venue. This Agreement shall be governed by and
interpreted pursuant to the laws of the State of Arizona. Any action
to enforce the provisions of this Agreement shall be brought in a
court of competent jurisdiction within the State of Arizona.
f. Partial Invalidity. If any term, covenant, condition or provision of
this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the
remainder of this Agreement or application of such term or provision
to persons or circumstances other than those as to which it is held
to be invalid or unenforceable shall not be affected thereby and each
term, covenant, condition or provision of this Agreement shall be
valid and shall be enforceable to the fullest extent permitted by
law.
g. No Oral Agreements. There are no oral agreements between the parties
and there are and will be no oral representations which will be
binding upon any of the parties hereto.
h. Rights are Cumulative. The rights and remedies granted hereunder
shall be in addition to and cumulative of any other rights or
remedies provided under the laws of the State of Arizona.
i. Waiver. No delay or failure in the exercise of any power or right
shall operate as a waiver thereof or as an acquiescence in default.
No single or partial exercise of any power or right hereunder shall
preclude any other or further exercise thereof or the exercise of any
other power or right.
j. Further Action. The parties hereto agree to execute and deliver such
additional documents and to take such other and further action as may
be required to carry out fully the transaction(s) contemplated
herein.
k. Amendment. This Agreement or any provision hereof may not be changed,
waived, terminated or discharged except by means of a written
supplemental instrument signed by the party or parties against whom
enforcement of the change, waiver, termination, or discharge is
sought.
l. Counterparts. This agreement may be executed in two or more partially
or fully executed counterparts, each of which shall be deemed an
original and shall bind the signatory, but all of which together
shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto executed the foregoing Securities
Purchase Agreement effective the 14th day of May, 1997.
Investor:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇
Attest: _______________________
▇▇▇▇▇ Brothers Aviation, Inc.:
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇, President
Attest: _____________________
