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Form of Xxxxxxxx Agreement
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AGREEMENT
THIS AGREEMENT is made as of the 21st day of July, 1997 by and between
Xxxxxxxx Xxxxxxxx (hereinafter collectively referred to as "Xxxxxxxx") and
Workforce Systems Corp., a Florida corporation (hereinafter referred to as the
"Company").
WHEREAS, the Company is a publicly-held company with three operating
subsidiaries.
WHEREAS, the Company required certain legal services in connection with
the acquisition of all of the stock of Federal Supply, Inc. and Federal
Fabrication, Inc. (collectively, "Federal"), which such transaction was
consummated by the Company on May 29, 1997.
WHEREAS, the Company orally engaged Xxxxxxxx, an attorney, to advise the
Company in connection with certain due diligence and related legal matters in
connection with the acquisition of Federal (the "Services").
WHEREAS, Xxxxxxxx has performed Services to the satisfaction of the
Company.
NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:
1. RECITALS. The foregoing recitals are true and correct.
2. COMPENSATION. As full and complete compensation for the Services,
the Company shall pay Xxxxxxxx 5,000 shares of the Company's Common Stock, which
such stock shall be fully registered.
3. MISCELLANEOUS.
(a) Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing or when deposited in the United States mail, first class postage
prepaid, addressed to the other party at the addresses appearing in this
Agreement. Either party may change its address by written notice made in
accordance with this section.
(b) This Agreement shall inure to the benefit of and be binding upon the
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parties hereto and their respective legal representatives, administrators,
executors, successors, subsidiaries and affiliates. This Agreement may not be
assigned by Xxxxxxxx.
(c) This Agreement shall be governed and construed in accordance with
the laws of the State of Florida.
(d) This Agreement constitutes the entire agreement between the parties.
No promises, guarantees, inducements or agreements, oral or written, express or
implied, have been made other than as contained in this Agreement. This
Agreement can only be modified or changed in writing signed by both parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and date first above written.
Workforce Systems Corp.
By:
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Xxxxxx X. Xxxxxxx,
President
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Xxxxxxxx Xxxxxxxx
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