ADDENDUM TO CONSULTING AGREEMENT
THIS ADDENDUM TO CONSULTING AGREEMENT dated effective as of February
20, 1998 (the "Addendum") is made and entered into by and between XR CO., a
Florida corporation (the "Consultant"), and OCEAN OPTIQUE DISTRIBUTORS, INC., a
Florida corporation (the "Company").
WITNESSETH:
WHEREAS, the Consultant and the Company had heretofore entered into a
Consulting Agreement dated effective as of January 8, 1998 (the "Agreement");
and
WHEREAS, the Agreement contemplated, among other matters, that the
Consultant would assist the Company in increasing its net tangible assets by
approximately $1,000,000 in exchange for which, among other matters, the
Consultant would receive certain shares of the Company's Series D Preferred
Stock (the "Series D Preferred Stock"); and
WHEREAS, subsequent to the date of the Agreement, in fulfilling its
obligations thereunder, the Consultant and the Company have determined that the
amount by which the Company's net tangible assets needs to be increased is
significantly in excess of the $1,000,000 originally contemplated; and
WHEREAS, pursuant to a Purchase Agreement of even date herewith between
the Consultant and the Company, the Consultant, by acquiring all of the
outstanding capital stock of certain subsidiaries of the Company, representing
approximately $183,000 in assets and approximately $2,703,000 in liabilities of
the Company; and
WHEREAS, based on the foregoing, the Consultant and the Company desire
to supplement the Agreement with this Addendum to provide for the issuance of
additional shares of preferred stock to the Consultant.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and the
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. The foregoing recitals are true and correct and are hereby
incorporated into this Agreement by this reference.
2. The Company shall issue to the Consultant 5,926 shares of Series E
Preferred Stock (the "Series E Preferred Stock"). The preferences, designations,
rights and limitations of the Series E Preferred Stock are set forth on Exhibit
"A" hereto.
3. The parties agree that the conditions of Section 4.02 of the
Consulting have been satisfied and the redemption rights are terminated.
4. Except as supplemented hereby, the Agreement is ratified, approved
and confirmed in all respects by the Consultant and the Company and is in full
force and effect.
IN WITNESS WHEREOF, the parties to this Addendum have set their hands
hereto as of the date first above written.
OCEAN OPTIQUE DISTRIBUTORS, INC.
By: /S/ XXXX XXXXX
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Name: Xxxx Xxxxx
Title: Chairman of the Board
XR CO.
By: /S/ XXXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
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EXHIBIT "A"
The Series E Preferred Stock shall mean the following preferences,
designations, rights and limitations:
(i) VOTING. The Series E Preferred Stock shall vote with the
Common Stock and other shares of voting preferred stock as
one class (except as otherwise `permitted under Florida
law) and shall be entitled to 5,000 votes per share of
Series E Preferred Stock.
(ii) DIVIDENDS. The Series E Preferred Stock shall be entitled
to dividends at the rate of 2.5% of the liquidation value
thereof. Dividends shall begin to accrue on July 1, 1998,
and shall be cumulative.
(iii) LIQUIDATION. The liquidation value of the Series E
Preferred Stock shall be $0.00 until June 30, 1998, and
shall thereafter be $270 per share, plus accumulated but
unpaid dividends.
(iv) SUBORDINATION; PRIORITY. The Series E Preferred Stock
shall be pari passu with the Series D Preferred Stock
and subordinate in liquidation and the payment of
dividends to the Series A Cumulative Convertible 3%
Preferred Stock, the Series B Cumulative Convertible 2%
Preferred Stock, and the Series C Non- Cumulative
Convertible Preferred Stock. No liquidating
distributions shall be paid on any share of Common
Stock or other equity security of the Company not
described in this Clause (iv) until the holder(s) of
the Series D and Series E Preferred Stock shall have
received liquidating distributions totaling the
aggregate liquidation value and accumulated but unpaid
dividends on all shares of Series D or Series E
Preferred Stock or its earlier conversion. No dividends
shall be declared, set aside, or paid on any share of
Common Stock or other equity security of the Company
not described in this Clause (iv) until the holder(s)
of the Series D or Series E Preferred Stock shall have
received dividend distributions totaling the aggregate
accumulated but unpaid dividends, together with the
dividends accrued for the period immediately prior to
such declaration, set aside, or payment, on all shares
of Series D or Series E Preferred Stock.
(v) CONVERSION. Each share of Series E Preferred Stock shall
be convertible into 5,000 shares of Common Stock, or
fraction thereof, for each $270 of liquidation value plus
accumulated but unpaid dividends associated with such
share. The Series E Preferred Stock shall be convertible,
in whole or in part, from time to time, at the election of
the holder(s) thereof at any time.
(vi) ANTI-DILUTION; PRE-EMPTIVE RIGHTS. The Series E Preferred
Stock shall be anti-dilutive with respect to its voting
rights and conversion privilege. In addition, the
holder(s) of the Series E Preferred Stock shall be
entitled to pre-emptive rights with respect to any sale of
Common Stock or other equity securities of the Company on
the same terms and conditions.
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