Contract
Exhibit 10.3
24 MONTH CONSULTING
AGREEMENT
EXTINSION/ AMMENDMENT TO
AGREEMENT
The
following is an extension dated April 23, 2008 to the agreement between Capital
Group Communications (CGC and XeDAR Corporation (XDR).
RECITALS
WHEREAS, Company is XeDAR
Corporation and Consultant is Capital Group Communications.
WHEREAS, Company desires to
extend the services of Consultant to represent the company in investors'
communications and public relations with existing shareholders, brokers, dealers
and other investment professionals as to the Company's current and proposed
activities, and to consult with management concerning such Company
activities;
NOW THEREFORE, in
consideration of the promises and the mutual covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as
follows:
1)
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Remuneration.
As full and complete compensation for services described in this
Agreement, the Company shall compensate CGC as
follows:
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For
undertaking this engagement and for other good and valuable consideration, the
Company agrees to issue and deliver to the Consultants a "Commencement Bonus"
payable in the form of 500,000 shares of the Company's Common Stock ("Common
Stock"). This Commencement Bonus shall be issued and delivered to
consultant immediately following the date that XeDAR Corporation's shares are
traded on the American Stock Exchange, so long as the listing occurs by July
31st,
2008. These shares will be tradable under Rule 144, but will also be
restricted as follows: 50% will be restricted for 12 months from the date the
extension Agreement is executed; 25% will be restricted for 18months from the
date the extension Agreement is executed; and the remaining 25% will be
restricted for 24 months from the date the extension Agreement is
executed. In the event of a change in control the restriction will be
removed from all of the shares. (In the event XeDAR is acquired or sold before
July 31st, 2008 CGC will be rewarded its shares as if it were
listed. XeDAR agrees to accelerate its application and not impede
with the Listing or requirements to evade or forestall any payments under this
extension.)
a)
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With
each transfer of shares of Common Stock to be issued pursuant to this
Agreement (collectively, the "Shares"), Company shall cause to be issued a
certificate representing the Common Stock and a written opinion of counsel
for the Company stating that said shares are validly issued, fully paid
and non-assessable and that the issuance and eventual transfer of them to
Consultant has been duly authorized by the Company. Company
warrants that all Shares issued to Consultant pursuant to this Agreement
shall have been validly issued, fully paid and non-assessable and that the
issuance and any transfer of them to Consultant shall have been duly
authorized by the Company's board of
directors.
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1.
b)
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Consultant
acknowledges that the shares of Common Stock to be issued pursuant to this
Agreement (collectively, the "Shares") have not been registered under the
Securities Act of 1933, and Accordingly are "restricted securities" within
the meaning of Rule 144of the Act.
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c)
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In
connection with the acquisition of Shares hereunder, the Consultant
represents and warrants to the Company, to the best of its/his knowledge,
as follows:
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i)
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Consultant
acknowledges that the Consultant has been afforded the opportunity to ask
questions of and receive answers from duly authorized officers or other
representatives of the Company concerning an investment in the Shares, and
any additional information which the Consultant has
requested.
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ii)
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Consultant
has had experience in investments in restricted and publicly traded
securities, and Consultant has had experience in investments in
speculative securities and other investments which involve the risk of
loss of investment. Consultant acknowledges that an investment in the
Shares is speculative and involves the risk of loss. Consultant has the
requisite knowledge to assess the relative merits of this investment
without the necessity of relying upon other advisors, and Consultant can
afford the risk of loss of his entire investment in the
Shares.
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This
extension shall not void the original agreement but shall constitute an
amendment to the agreement to extend such services for an additional 24
months.
2)
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Complete
Agreement. This Agreement contains the entire agreement of the parties
relating to the subject matter hereof. This Agreement and its terms may
not be changed orally but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification,
extension or discharge is sought.
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AGREED
TO:
"Company"
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XeDAR
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Date:
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By:
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/s/ Xxxx Xxxxxxxxxx,
III
Xxxx
Xxxxxxxxxx, III
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"Consultant"
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CAPITALGROUP
COMMUNICATIONS, INC
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Date:
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By:
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/s/ Xxxxx Xxxxx,
President
Xxxxx
Xxxxx
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2.