Exhibit 99.3
CONSULTING AGREEMENT
This Consulting Agreement (identified as the "Agreement") is entered into as of
the 15th day of April 2000 and the terms and conditions outlined herein will
commence on April 14, 2000 ("Effective Date"), by and between PAN International
Gaming, Inc., a Nevada corporation ("Employer" or the "Company") and Xxxxx Hope,
an individual ("Consultant") (both of whom are sometimes hereinafter referred to
collectively as the "Parties" and each individually as a "Party").
RECITALS
Employer is in the business of acting as a holding company for operating
subsidiaries to be acquired by Employer in the near future. The Employer is
currently in the process of negotiating the acquisition of a subsidiary. It is
contemplated that this acquisition will result in significant changes in the
management of the Employer, and the Employer believes that the Consultant's
services will be critical to the completion of the acquisition and a smooth
transition to new management. Accordingly, the Employer wishes to retain
Consultant as its Internet Relations Consultant and to provide adequate
incentive for the Consultant to remain through completion of the acquisition
transactions and for a reasonable time thereafter.
Both Consultant and Employer desire to embody the terms and conditions of
Consultant's consulting in a written agreement which will supersede all prior
agreements of consulting, whether written or oral.
Now, therefore, in consideration of the mutual covenants, duties, obligations
and conditions contained herein, the parties agree as follows:
DUTIES OF CONSULTANT
GENERAL: Consultant is retained as Internet Relations Consultant in such
capacities as Employer may determine from time to time, with the duties
customarily associated with that position, and shall perform such other duties
pertaining to Employer's business as Employer from time to time directs. The
base of operations of Consultant shall be the principal office of Employer, or
any other office based in the state of Washington, unless changed by the
Employer and with the express consent of the Consultant.
SPECIFIC: Consultant agrees to devote a substantial amount of her time and
efforts to the business and affairs of the Employer, to use her best efforts to
promote the interests of Employer and to faithfully, industriously and to the
best of her ability, experience and talents, perform to the reasonable
satisfaction of Employer all of the duties that may be assigned to her
thereafter.
Consultant may engage in any additional consulting, either part time or full
time, without the permission of Employer.
Consultant understands that there are certain aspects of the business that have
confidentiality
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factors. Consultant agrees to respect and abide to protecting these
confidentiality factors.
TERM OF CONSULTANCY
Employer hereby employs Consultant and Consultant hereby accepts consulting with
Employer for a period ending December 31, 2000. Upon the expiration of the Term,
Employer and Consultant will have the option to extend and amend this agreement
only if both parties mutually agree.
COMPENSATION AND OTHER BENEFITS
SALARY: As compensation for her services rendered pursuant to this Agreement,
Employer shall pay to Consultant the sum of $75,000.
Such salary shall be paid in the form of Employer's common stock which, both
Employer and Consultant agree has a current market value of at $1.00 per share.
The common stock to be issued to the Consultant shall be issued immediately, but
will be subject to forfeiture until 60 days after the effective date of the
acquisition referred to above, or until such earlier date as the Board of
Directors may determine that the Consultant's duties contemplated by this
agreement have been substantially completed. The parties contemplate that the
common stock to be issued to the Consultant in accordance with this agreement
shall be registered on Form S-8 along with shares of common stock to be issued
to other consultants and employees of the Employer under similar consulting or
consulting agreements. The Consultant understands, however, that if, following
the acquisition, the Consultant remains or becomes an affiliate of the Employer
the Consultant may not resell the shares of common stock referred to above
absent an effective registration statement under the Securities Act of 1933
containing a resale prospectus which complies with that Act (or pursuant to an
exemption from registration), and that so long as the Consultant is an affiliate
of the Employer any resales of such common stock, including resales pursuant to
the registration statement, may be made only in the amounts specified in Rule
144 of the Securities and Exchange Commission.
TERMINATION OF THIS AGREEMENT
This Agreement shall terminate:
Upon the death or permanent disability of Consultant, "permanent disability"
being defined as any continuous loss of one third or more of time spent by
Consultant in the usual daily performance of duties as a result of physical or
mental illness for a continuous period of time deemed reasonable by the Board of
Directors, or at such earlier date as the Board of Directors determines that the
Consultant's services are no longer required;
At such time if any, as Employer ceases to do business for any reason
whatsoever;
Consultant fails to comply with any applicable laws/regulations and company
policy as outlined in writing by Employer;
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At the election of the Employer, upon the breach by Consultant of any term or
condition of this Agreement or upon the dismissal of Consultant by Employer with
cause.
If this Agreement is terminated by the Board of Directors because they have
determined that the Consultant's services are no longer required, all shares of
common stock shall immediately cease to be forfeitable.
HIRING AT WILL
The continuation of Consultant's consulting by Employer after the Term of this
Agreement shall constitute hiring at will and shall be subject to termination
with or without cause by either parties' issuance of written notification.
However, future payments shall be paid on a cash basis and not with stock.
EXCEPTION: Employer agrees to provide Consultant with no less than ninety (90)
days written notice of termination should Employer decide to sell or merge
Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
signed below.
DATED: April 15, 2000
PAN INTERNATIONAL GAMING, INC. CONSULTANT
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Xxxxxxxx X. Xxxxxxxx, Vice President Xxxxx Hope
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