AGREEMENT
This Agreement is made and entered into as of the 1st day of February,
1997, between Mr. Xxxxx Xxxxx, (the "Advisor") and Packaging Plus Services,
Inc., a Nevada Corporation, (the "Company").
In consideration of the mutual promises made herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Company hereby engages the Advisor on a non-exclusive basis for the
term specified in Paragraph 2 hereof to render consulting advice to the Company
as a public relations specialist relating to corporate and similar matters upon
the terms and conditions set forth herein. During the term of this Agreement,
the Advisor and the Company intend to evaluate the possibilities for additional
engagements that may be embodied in one or more separate written agreements.
These agreements will be advantageous to the Advisor.
2. Except as otherwise specified herein, this Agreement shall be effective
for twelve (12) months from the date hereof, until it is terminated by either
party upon sixty (60) days written notice received by either the Advisor or the
Company.
3. During the term of this Agreement, the Advisor shall provide the
Company with such regular and customary consulting advice as is reasonably
requested by the Company, provided that the Advisor shall not be required to
undertake duties not reasonably within the scope of the public relations
advisory services contemplated by this Agreement. It is understood and
acknowledged by the parties that the value of the Advisor's advice is not
readily quantifiable, and that the Advisor shall be obligated to render advice
upon the request of the Company, in good faith, but shall not be obligated to
spend any specific amount of time in so doing. The advisor's duties may include,
but will not necessarily be limited to, providing recommendations to the
Company concerning the following public relations matters:
A. Rendering advice and assistance to the Company in connection with the
preparation of annual and interim reports and press releases;
B. Preparing or assisting the Company in promotion of the company including
but not limited to the preparation of brochures, newsletters, announcements
and advertisements;
C. Assisting in the Company's financial public relations and preparation of
research reports;
4. In consideration for the services rendered by the Advisor to the
Company pursuant to this Agreement, the Company shall compensate the Advisor as
follows:
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(a) A monthly fee of $10,000 per month payable on the 17th day of
March through January, 1998.
(b) The Company grants to the Advisor common shares of the Company at
the rate of 40,000 shares per month, for the eighth through the twelfth months
of the term of this Agreement, or a total of 200,000 shares. The total amount of
these shares may be transferred to the Advisor, in advance at any time.
(c) Effective March 17, 1997, the Company grants to the Advisor an
option to purchase 10,000 of the common shares of the Company, at a price of
$1.50 per share. This option must be exercised within 30 days of such effective
date.
(d) Effective April 17, 1997, the Company grants to the Advisor an
option to purchase 10,000 of the common shares of the Company, at a price of
$2.00 per share. This option must be exercised within 30 days of such effective
date.
(e) Effective June 17, 1997, the Company grants the Advisor an
option to purchase 10,000 of the common shares of the Company, at a price of
$2.50 per share. This option must be exercised within 60 days of such effective
date.
(f) Effective July 17, 1997, the Company grants to the Advisor an
option to purchase 10,000 of the common shares of the Company, at a price of
$1.50 per share. This option must be exercised within 60 days of such effective
date.
(g) The Company agrees to include any shares received by the Advisor
pursuant to the exercise of such options (or for fees) in its next succeeding
registration statement, at the Company's sole cost and expense.
5. The Company recognizes and confirms that, in advising the Company and in
fulfilling its engagement hereunder, the Advisor will use and rely on data,
material and other information furnished to the Advisor by the Company. The
Company acknowledges and agrees that in performing its services under this
engagement, the Advisor may rely upon the data, material and other information
supplied by the Company without independently verifying the accuracy,
completeness or veracity of same. Accordingly, the Company expressly agrees that
all data, material and other information furnished to the Advisor by the Company
shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstance under which they were made, not
misleading.
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6. The Advisor shall perform its services hereunder as an independent
contractor and not as an employee of the Company or an affiliate thereof. It is
expressly understood and agreed to by the parties hereto that the Advisor shall
have no authority to act for, represent or bind the Company or any affiliate
thereof in any manner, except as may be agreed to expressly by the Company in
writing from time to time.
7. (a) This Agreement constitutes the entire Agreement and understanding of
the parties hereto, and supersedes any and all previous agreements and
understandings, whether oral or written, between the parties with respect to the
matters set forth herein, except that the Company recognizes it owes the
Advisor an additional $25,000 under his past agreement.
(b) All notices, requests, demands and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given when personally delivered, sent by registered or certified mail,
return receipt requested, postage prepaid, or by private overnight mail service
(e.g. Federal Express) to the party at the address set forth below or to such
other address as either party may hereafter give notice of in accordance with
the provisions hereof:
if to the Company: Packaging Plus Services, Inc.
00 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attn: Xx. Xxxxxxx Xxxxxxxx
if to the Advisor: Mr. Xxxxx Xxxxx
0000 X. X. 00xx Xxxxxx
Xxxxxxxxxx Xxxxx, XX 00000-0000
(c) This Agreement shall be binding upon and inure to the benefit of
each of the parties hereto and their respective successors, legal
representatives and assigns.
(d) This Agreement may be executed in any number of counterparts, each
of which together shall constitute on one and the same original documents.
(e) No provision of this Agreement may be amended, modified or waived,
except in a writing signed by all of the parties hereto.
(f) The parties hereby agree that any dispute which may arise between
them arising out of or in connection with this Agreement shall be first
submitted to mediation and, failing satisfactory resolution, may be enforced in
the Courts.
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If the foregoing correctly sets forth the understanding between the
Advisor and the Company with respect to the foregoing, please so indicate your
agreement by signing in the place provided, at which time this letter shall
become a binding contract.
Accepted and Agreed:
PACKAGING PLUS SERVICES, INC. /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
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AMENDMENT TO AGREEMENT
The Agreement dated as of February 1, 1997 between Mr. Xxxxx Xxxxx (the
"Advisor") and Packaging Plus Services, Inc. (the "Company") is hereby amended
as follows:
Paragraph 2 of the Agreement, is amended to read:
"2. Except as otherwise specified herein, this Agreement shall be
effective for seventeen (17) months from the date hereof,
until it is terminated by either party upon sixty (60) days
written notice received by either the Advisor or the Company."
Paragraph 4(b) of the Agreement, is amended, in part, to read:
"4. In consideration for the services rendered by the Advisor to
the Company pursuant to this Agreement, the Company shall
compensate the Advisor as follows:
"(b) The Company grants to the Advisor common shares of the Company
at the rate of 40,000 shares per month, for the eighth through
the seventeenth months of the term of this Agreement, or a
total of an additional 200,000 shares for the five additional
months of the extended term hereof (in addition to the
original 200,000 shares of the Agreement). The total amount of
these Shares may be transferred to the Advisor, in advance at
any time."
Paragraph 4(a) is amended by changing the monthly fee to $3,000 per
month.
Paragraphs 4(c), 4(d), 4(e) and 4(f), on the grant of options, are
hereby eliminated (the parties will adopt a new option package in the future).
The amount of $25,000, covering a past agreement, referenced in
paragraph 7(a), is hereby eliminated.
All other terms and conditions of the Agreement continue in effect.
Dated: March 14, 1997
/s/ Xxxxx Xxxxx
----------------------------
Xxxxx Xxxxx
Packaging Plus Services, Inc.
By /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxx
President and CEO
