CONSULTING AGREEMENT
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CONSULTING AGREEMENT dated as of February 9, 2000 between WAMEX HOLDINGS,
INC., a New York corporation, ("WAMEX"), on the one hand, and M. XXXXXXX XXXXXX
("Xxxxxx"), XXXXX X. XXXXXXXX ("Xxxxxxxx"), and VI XXX ("Xxx"), on the other
hand. Each of Cutler, Lebrecht, and Xxx shall be referred to as a "Consultant"
and collectively as the "Consultants").
WHEREAS:
A. Consultants have agreed to render consulting services with regard to
the negotiation and completion of a stock exchange between WAMEX and the
shareholders of Conchology, Inc., a Nevada corporation (the "Conchology
Shareholders").
B. In the event WAMEX is able to complete the Stock Exchange with the
Conchology Shareholders, WAMEX wishes to compensate Consultants for their
consulting services.
NOW THEREFORE, it is agreed:
1. Stock Compensation. WAMEX shall pay and cause to be issued to
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Consultants, or their assigns, a consulting fee of 100,000 shares of the common
stock of WAMEX (the "Shares") immediately upon the execution of a stock exchange
agreement with the Conchology Shareholders. The parties hereto agree that the
value of such Shares shall be 50% of the average closing bid price for the 5
business days preceding this Agreement. The Shares shall be issued in the
following manner: 72,000 shares to Xxxxxx; 21,000 shares to Lebrecht; and 7,000
shares to Xxx. Such shares shall be subject to registration by WAMEX on Form
S-8, at WAMEX's sole expense, within 5 days of closing on the Stock Exchange.
2. Miscellaneous. This Agreement (i) shall be governed by the laws of
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the State of California; (ii) may be executed in counterparts each of which
shall constitute an original; (iii) shall be binding upon the successors,
representatives, agents, officers and directors of the parties; and (iv) may not
be modified or changed except in a writing signed by all parties.
This Consulting Agreement has been executed as of the date first above
written.
WAMEX Holdings, Inc.
/s/ Xxxxxxxx X. Xxxxxxx
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By: Xxxxxxxx X. Xxxxxxx
Its: Chief Executive Officer
/s/ M. Xxxxxxx Xxxxxx /s/ Xxxxx X. Xxxxxxxx
___________________________________ ___________________________________
M. Xxxxxxx Xxxxxx Xxxxx X. Xxxxxxxx
/s/ Vi Xxx
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Vi Xxx