AGREEMENT
AGREEMENT, entered into as of the 8th day of September, 1997, by and
between AM-PAC INTERNATIONAL, INC. ("Am-Pac"), a Nevada corporation and
VANDERKAM & XXXXXXX ("V&S").
WITNESSETH:
WHEREAS, Am-Pac is engaged in the ownership, operation and franchising of
restaurants and has pursued, and continues to pursue, various acquisitions to
expand and complement its existing business;
WHEREAS, V&S has rendered, and will render, valuable legal services (the
"Services") to Am-Pac in connection with various corporate matters,
acquisitions, securities matters and other matters; and
WHEREAS, in order to compensate V&S for the Services, and as inducement for
providing the Services, Am- Pac and V&S desire to evidence Am-Pac's agreement to
pay cash or issue shares of common stock in payment of certain fees to V&S as
described herein.
NOW, THEREFORE, for and in consideration of the foregoing and for the
mutual covenants and consideration described herein, the parties hereto agree as
follows:
1. Services. V&S has provided, and will continue to provide, legal services
to Am-Pac in connection with corporate and general matters on an as needed
basis.
2. Fees. As consideration for the Services rendered by V&S to Am-Pac to
date (other than services relating to capital raising transactions) and for
Services to be rendered for the balance of the term of this Agreement, Am-Pac
hereby agrees to (a) pay all amounts owed to V&S in cash, or (b) issue to V&S
75,000 shares of common stock (the "Shares"), on or before November 1, 1997. In
the event Am-Pac elects to pay for the Services by issuing Shares, Am-Pac shall
use its best efforts to cause the Shares to be registered with the SEC pursuant
to registration on Form S-8 or such other form as may be appropriate in order to
permit V&S to realize the cash value of the Shares as expeditiously as is
reasonably possible. The issuance of the Shares shall constitute payment in full
of all amounts due to V&S for Services rendered to Am-Pac through the date
hereof (in the amount of $141,191), other than amounts attributable to Services
relating to capital raising transactions (in the amount of $4,550) which amounts
shall remain due and payable, and for the balance of the term of this Agreement.
3. Term. The term of this Agreement shall commence on date set forth above
and shall expire December 31, 1997 unless the parties hereto elect to extend
such term.
4. Representations of Am-Pac. Am-Pac represents to V&S that:
(a) Am-Pac is duly authorized to enter into this Agreement and to carry out
the terms set out herein and that execution of this Agreement and carrying out
of the terms hereof will not breach any provision of the articles of
incorporation or bylaws of Am-Pac or any contracts to which Am-Pac is a party.
(b) The execution of this Agreement will create a valid and binding
obligation on the part of Am-Pac enforceable in accordance with the terms
hereof, except as may be limited by bankruptcy, insolvency, moratorium or
similar laws.
5. Representations of V&S. V&S represents to Am-Pac that V&S is authorized
to enter into this Agreement and to carry out the terms set out herein and that
execution of this Agreement and carrying out of the terms hereof will not breach
any contracts or other obligations to which V&S is a party.
6. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, personal
representatives, successors and assigns.
7. Assignment and Amendment. The rights and obligations hereunder may not
be assigned and this Agreement may not be amended without the prior written
consent of all parties hereto.
8. Indemnities. Am-Pac shall indemnify V&S from any liability, loss, cost
or damage arising as a result of Am-Pac's breach of its obligations under this
Agreement. Likewise, V&S shall indemnify Am-Pac from any liability, loss, cost
or damage arising as a result of V&S's breach of its obligations under this
Agreement.
9. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be mailed first class, registered, with
postage prepaid as follows:
If to Am-Pac, addressed to: Am-Pac International, Inc.
000 Xxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
If to V&S, addressed to: Vanderkam & Xxxxxxx
000 Xxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: Xxxx Xxxxxxxxx
10. Costs and Expenses. Each party hereto shall responsible for its own
costs and expenses incurred in connection with the execution and performance of
this Agreement; provided, however, that Am-Pac shall be responsible for all
costs incurred in connection with the filing of any registration statement
covering the Shares.
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11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
12. Disputes. Any disputes arising among the parties with respect to this
Agreement shall be settled by arbitration in accordance with the rules then in
effect of the American Arbitration Association in Houston, Texas. The prevailing
party in any such disputes shall be entitled to recover all of its reasonable
costs and attorneys fees incurred as a result of such dispute.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and the year first written above.
AM-PAC INTERNATIONAL, INC.
By:
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Title:
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VANDERKAM & XXXXXXX
By:
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Xxxx Xxxxxxxxx, Partner
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