COMPENSATION AGREEMENT FOR SERVICES
Agreement made as of the 6th day of January, 2006 by and between Sew
Cal Logo, Inc. (SCI), a Nevada corporation with its principal place of business
at 000 Xxxx 000xx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 and PYC Corporation
("PYC") with offices at 00 X. Xxxxxxxx Xxxxxx, #00, Xxxxxxx, Xxxxxxx 00000
pursuant to Rule 701(c) under the Securities Act of 1933, as amended (the
"Act").
1. SCI hereby retains PYC as a consultant to perform certain services for
SCI (services) including but not limited to the following:
(a) On a continuing basis a review of SCI's plans for compliance
with state and federal securities laws, rules and regulations of the Securities
and Exchange Commission and rules of the NASD relating to stock issuance and
transfer matters.
(b) Analyze present and future growth scenarios for SCI consistent
with its present and proposed requirements.
(c) Assist in strategic planning and identifying potential
employees, acquisitions and strategic alliances.
(d) Help formulate an acquisition strategy, seek out and identify
private companies as proposed acquisition candidates and assist with respect to
due diligence.
(e) Assist in the selection of professionals to be retained by SCI
and review the operations of such professionals
(f) Identify candidates for the Board of Directors.
2. SCI and PYC agree that none of the services to be rendered by PYC for
which he is to be compensated pursuant to this agreement (which shall be deemed
a "written compensation agreement" under Rule 701(c) under the Act) or will be
in connection with the offer or sale of securities in a capital raising
transaction and will not directly or indirectly promote or maintain a market for
SCI's common stock.
3. PYC shall devote his best efforts to rendering the above services to
SCI and will make himself available to SCI on a regular and continuing basis. It
is anticipated that PYC will devote approximately 15 hours per month to
rendering the services set forth above. PYC agrees to bear his own travel and
incidental expenses incurred in rendering services to SCI. PYC's obligation to
render services to SCI under this agreement shall terminate one year from the
date of this agreement.
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4. In consideration for the services set forth above SCI will issue to
Xxxxxx Xxxxx, an individual, an aggregate of 50,000 shares of SCI common stock
(Shares) which shall be valued at $0.10 per share. PYC has agreed to accept such
Shares in full payment for the services set forth above regardless of the fact
that the value of the services may substantially exceed the value of the Shares.
PYC further acknowledges that he has been informed that the tangible book value
per Share may be substantially less than $ 0.10 per share. SCI has made these
calculations as of the date referred to above and in accordance with Rule
701(d)(3).
5. SCI represents that it will not exceed the limitations on aggregate
sales price for amount of securities sold in reliance on Rule 701 as those
limitations are set forth in Rule 701(d).
6. The certificate representing the Shares will not bear a restrictive
legend nor will a stop order will be placed against the Shares. However, PYC
understands that the Shares are deemed to be restricted securities and he agrees
to resell them only in accordance with Rule 701(g) or another exemption from
registration under the Act.
7. The Shares will be considered paid for and earned by PYC upon execution
of this agreement.
Agreed to on the date set forth above by and between the signatories
below.
"SCI"
SEW CAL LOGO, INC.
By: s/s Xxxxxxx Xxxxxx
XXXXXXX XXXXXX, President
"PYC"
PYC CORPORATION
By: s/s Xxxxxx Xxxxx
XXXXXX XXXXX, President
s/s Xxxxxx Xxxxx
XXXXXX XXXXX
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