EXHIBIT 2.4
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into as of the 1st
day of June, 2000, by and between PCMA, INC., a Nevada corporation ("PCMA"), and
AGI LOGISTICS (H.K.) LTD., a Hong Kong corporation ("AGI"), with reference to
the following:
RECITALS
A. AGI, on its own behalf and on behalf of its equity owner and such
other persons as AGI may, from time to time, determine, desires to be assured of
the association and the services of PCMA in order to avail itself of PCMA's
experience, skills, abilities, knowledge and background to facilitate the
various transactions (the "Transactions") described in the May 30, 2000, letter
of intent by and between AGI and PCMA (the "Letter of Intent"), a copy of which
is attached hereto as Exhibit "A," and to advise AGI and its directors, officers
and representatives and such other persons as AGI may, from time to time,
determine, in connection therewith. AGI is willing to engage PCMA upon the terms
and conditions set forth herein.
B. PCMA agrees to be engaged and retained by AGI upon the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. ENGAGEMENT. AGI hereby engages PCMA, and PCMA hereby accepts the
engagement to become a consultant to AGI and to render such advice,
consultation, information, and services to AGI and such persons as it may
designate in respect of the Transactions, including, but not limited to:
A. Identification of a company (the "Company") with a capital
structure suitable for the Transaction, whose securities are
registered under the Securities Exchange Act of 1934, as amended;
and
B. Oversight and coordination of such legal and accounting matters as
the parties hereto deem reasonable and appropriate (i) to assist
the relevant parties with the negotiation and documentation of the
Transactions, (ii) to assist the Company with such filings or
other matters as may be required by the Securities and Exchange
Commission in respect of the Transactions, and (iii) to engage a
broker-dealer and assist it, as may be required, in its filings
with NASD Regulation, Inc., to obtain regulatory permission for
such broker-dealer to place priced bid and asked quotations on the
OTC Bulletin Board in respect of the Company's equity securities.
It shall be expressly understood that PCMA shall have no power to bind
AGI, or any other parties in respect of which PCMA is providing direct or
indirect services under this Agreement, to any contract or obligation or to
transact any business in any such party's name or on behalf of any such party in
any manner.
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2. TERM. The term of this Agreement shall commence on the date hereof and
continue until the Closing Date. This Agreement may be extended by agreement of
both parties, unless or until this Agreement is terminated. Either party may
cancel this Agreement upon five (5) days written notice in the event either
party violates any material provision of this Agreement and fails to cure such
violation within five (5) days of written notification of such violation from
the other party. Such cancellation shall not excuse the breach or
non-performance by the other party or relieve the breaching party of its
obligation incurred prior to the date of cancellation.
3. COMPENSATION AND FEES. The engagement fee payable to PCMA shall be two
hundred thousand dollars ($200,000) and may be satisfied by the issuance of
AGI's promissory note and cash, payable as follows:
A. CASH. A cash payment of $25,000 to cover estimated legal,
accounting and other costs in connection with the Transaction
in accordance with the terms described in the Letter of Intent.
PCMA hereby acknowledges receipt of the cash payment on May 30,
2000; and
B. NOTE. A promissory note made payable to PCMA in the principal
amount of $175,000, all due and payable three (3) business
days after NASD Regulation, Inc., grants its approval for one of
its member firms to publish bid and ask quotations for the issued
and outstanding common stock of the Company on the OTC Bulletin
Board. The form of promissory note is attached hereto as Exhibit
"B."
4. EXCLUSIVITY; PERFORMANCE; CONFIDENTIALITY. The services of PCMA
hereunder shall not be exclusive, and PCMA and its agents may perform similar or
different services for other persons or entities whether or not they are
competitors of AGI. PCMA shall be required to spend only such time as is
necessary to service AGI in a commercially reasonable manner. PCMA acknowledges
and agrees that confidential information proprietary to AGI and obtained during
its engagement by AGI, shall not be, directly or indirectly, disclosed without
the prior express written consent of the AGI, unless and until such information
is otherwise known to the public generally or is otherwise not secret and
confidential.
5. INDEPENDENT CONTRACTOR. In its performance hereunder, PCMA and its
agents shall be an independent contractor. PCMA shall complete the services
required hereunder according to his own means and methods of work, shall be in
the exclusive charge and control of PCMA and not subject to the control or
supervision of AGI, except as to the results of the work. AGI acknowledges that
nothing in this Agreement shall be construed to require PCMA to provide services
to AGI at any specific time, or in any specific place or manner. Payments to
PCMA hereunder shall not be subject to withholding taxes or other employment
taxes as required with respect to compensation paid to an employee.
6. MISCELLANEOUS. No waiver of any of the provisions of this Agreement
shall be deemed or constitute a waiver of any other provision and no waiver
shall constitute a continuing waiver. No waiver shall be binding unless executed
in writing by the party making the waiver. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing by all
parties. This Agreement constitutes the entire agreement between the parties
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and supersedes any prior agreements or negotiations. There are no third party
beneficiaries to this Agreement. This Agreement shall be governed by the laws of
the State of California.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
on the date first written above.
AGI LOGISTICS (H.K.) LTD., PCMA, INC.,
a Hong Kong corporation a Nevada corporation
By: /s/ XXX XXXX XX, XXXXXX By: /s/ XXXXXX X. XXXXXXX
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Xxx Xxxx Xx, Xxxxxx, President Xxxxxx X. Xxxxxxx, President
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