AMENDED AND RESTATED
LEGAL AND CONSULTING ENGAGEMENT AGREEMENT
This Amended and Restated Legal and Consulting Engagement
Agreement ("Agreement") is made this 5th day of May, 1999 by and between
Feingold & Kam, an international business company and an entity which
provides legal services and investment banking consultation services
(hereinafter "Consultant")and Xxxxx Electronics, Inc., a Delaware
Corporation (hereinafter "Company").
RECITALS:
Whereas, Company and Consultant originally entered into an
agreement on or about January 22nd of 1999 for the provision of services by
the Consultant to the Company; and
Whereas, the Company and Consultant previously and mutually agreed to void
said prior agreement and have since been working together and desire to
recognize their relationship in writing.
NOW, THEREFORE, for and in consideration of valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree to the following:
1. SERVICES. Consultant shall provide the following services to the
Company and the Company agrees that the Consultant shall be the only entity
to provide said services unless the parties mutually agree to additional
firms, persons or entities to also be providing these services (hereinafter
the "Services"):
a. Assist in raising all capital necessary for the operation of Company
b. Assist in all public relations matters regarding the operation of the
Company
c. Assist in creating strategic plans to help the Company's stock grow and
be stable
d. Assist in meeting National Association of Securities Dealer's
requirements
e. Assist in the creation of mergers and acquisitions
f. Provide all legal services necessary for the completion of a merger
and/or acquisition
g. Provide all legal services necessary for the creation of contracts and
the compliance with laws regarding the daily operation of the Company
h. Obtain market makers and broker dealers for involvement in the
securities transactions of the Company
i. Obtain retail brokerage and analyst involvement of the Company's stock
j. Hire public relations firms
2. DURATION OF THE AGREEMENT. This Agreement shall be in effect from the
date of execution of this Agreement until such time as either party desires
to terminate this Agreement. Notification of a desire to terminate this
Agreement shall be provided by one party to the other via Certified Mail,
Return Receipt. Thereafter, thirty days after the receipt of said letter
of termination, this Agreement shall be terminated. The purpose of this
clause is to permit each party to be continuously satisfied with the
conduct of the other and thereby maintain this Agreement so long as each
party satisfies the other.
3. REPRESENTATIONS OF THE COMPANY. The Company Represents and Warrants
that all free trading stock that is in the possession of either the
Company, its officers, directors, agents, affiliates, employees, beneficial
holders of more than five percent of the Company's Stock or those persons
who have received stock via a private placement or securities act
exemption; have been disclosed to the Consultant and shall not trade in the
open market without prior notification to Consultant. Company understands
that this term has been placed in this Agreement because any attempt by
Consultant to perform its Services could be dramatically affected by an
increase in the public float of the Company and thereby Consultant must
have adequate assurances as to the amount of and location of the freely
trading float of stock at all times.
4. COMPENSATION. The Company agrees to pay Consultant the following
compensation (the "Compensation") for the Services:
a. The Company acknowledges that it does not have the working capital to
pay cash monies to the Consultant nor does the Company possess securities
that are freely trading and/or registered with which to pay the Consultant.
Therefore, the Company shall permit the Consultant to purchase restricted
shares and/or negotiate to purchase shares of stock from
officers/directors/shareholders of the Company. The Company may in its
discretion repay any officers/directors/shareholders who pay Consultant on
behalf of the Company and the Consultant may act as escrow and/or receive
valuable consideration for assisting the Company in completing any of the
Services. Compensation shall be based on a per task basis based on the
level and extent of the Services provided and the mutual agreement of the
parties hereto.
5. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Florida and venue shall only be appropriate in Palm Beach County,
Florida.
6. WAIVER OF CONFLICT. The Company acknowledges that many of the companies
and individuals with which the Company may conduct business with by virtue
of introduction by the Consultant are in fact companies and individuals
that the Consultant has represented in the past and/or may represent in the
future. The Company specifically waives any claim of conflict of interest
against Consultant and the Company understands that many of Consultant's
contacts who may perform services or do business with the Company are in
fact past and/or present and/or future clients of Consultant.
Each party has read this Agreement and agrees to abide by the terms hereof:
/s/Xxxxx Xxxxxxxx /s/Xxxxx Xxxxxxx
Authorized signature for and on Authorized signature for and on
behalf of Feingold & Kam, IBC, an behalf of Xxxxx Electronics, Inc.,
International Business Company a Del. Corporation
5/5/1999 Date 5/5/1999 Date
