PUBLIC COMPANY MANAGEMENT CORPORATION CONSULTING AGREEMENT
PUBLIC
COMPANY MANAGEMENT CORPORATION
This
Consulting Agreement (the “Agreement”),
entered into this 6th day of April, 2006, and made effective as of January
2,
2006 (the “Effective
Date”),
BY
and BETWEEN Public Company Management Corporation (the “Company”),
a
Nevada corporation, whose address for this Agreement is ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇'▇▇▇▇ High, (the “Consultant”),
whose
mailing address for this Agreement is c/o Sarfoh & Associates, LLP, ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. This Agreement amends and
supersedes the Consulting Agreement dated February 28, 2006, between ▇▇▇▇ ▇'▇▇▇▇
High and the Company.
A. The
Consultant will be one of the key executives of the Company and has background,
knowledge, experience and expertise in corporate, securities and tax law and
financial reporting for publicly-held companies.
B. The
Company wishes to obtain the services of the Consultant as Chief Legal Officer
(hereinafter defined as “CLO”)
and
the Consultant wishes to provide these services to the Company in the capacity
of an independent contractor.
THEREFORE,
in consideration of the recitals, the following representations and covenants
and the payment of one dollar made by each party to the other, the receipt
and
sufficiency of which is acknowledged by each party, the parties agree on the
following terms:
1.0 ENGAGEMENT
AND DURATION
1.1 The
Company hereby engages the services of the Consultant for the position of CLO
of
the Company, and the Consultant hereby accepts such engagement and agrees to
perform the services to the best of his ability and in accordance with terms
and
conditions of this Agreement.
1.2 The
Company shall retain the Consultant for a term of one calendar year commencing
on the Effective Date and expiring on December 31, 2006 (the “Term”).
Mutually agreeable extensions by both parties will be accepted per the agreement
of both parties and compensation milestones set forth in subsection 3.2.1 will
extend into any extension or ongoing future consulting agreement if they have
yet to be fulfilled.
2.0 DUTIES
2.1 The
Consultant shall, pursuant to this Agreement, perform all duties customarily
performed by a person with like title and position of a small, publicly-held
corporation engaged in a business similar to the Company’s business.
Consultant’s primary role will be CLO serving many functions including, the
following:
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handling
matters for the Company under the Securities Act of 1933, as amended
(the
“1933
Act”),
the Securities Exchange Act of 1934, as amended (the “1934
Act”)
and state securities laws including its periodic or other reporting
requirements;
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managing
the general workflow pursuant to all Consulting Agreements, which
shall be
in a form similar to the attached Exhibit A, between the Company
and the
Company’s Clients (the “Consulting
Agreements”);
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performing
initial services related to the Consulting Agreements such as coordinating
for the Company's Clients the filing of articles of incorporation
in
Nevada or other jurisdictions and the completion of bylaws and
organizational minutes, setting up transfer agent services and completing
capitalization tables, shareholder lists and other items necessary
for the
initial issuance of stock in the Company's Clients to the Company
pursuant
to the Consulting Agreements;
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performing
legal aspects of the due diligence review during Phase I, Step 3
(Legal
Due Diligence Review) of all Consulting
Agreements;
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performing
legal services during Phase II, Stage I, Step 3 (Founders Round)
of all
Consulting Agreements;
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coordinating
the ▇▇▇▇▇ services of all Clients of the Company during Phase, II,
Stage
II, Step 5 (Edgarization) of all Consulting Agreements; provided,
however,
that the fees and other costs for Edgarization shall be the sole
responsibility of each Client;
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performing
or subcontracting ▇▇▇▇▇ filing services for the
Company;
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providing
legal services during Phase II, Stage IV (NASD Market Maker and Form
211)
of all Consulting Agreements;
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attending
daily Company conference calls;
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traveling
at least once per month to Nevada for business at the Company’s office at
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or at such other location
as
shall be approved by the Company’s board of directors;
and
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performing
other administrative tasks reasonably associated with the position
of
CLO.
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In
performing services hereunder, Consultant shall be allowed reasonable access
to
use the services of any administrative assistant(s) of the Company or other
person(s) performing like tasks.
2.2 The
following services are not the duties of the Consultant and are specifically
excluded from this Agreement:
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providing
services relating to matters regarding the Investment Company Act
of 1940;
the Investment Advisor Act of 1940, or similar state
laws;
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performing
any litigation in federal or state court by or against the
Company;
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preparing
registration statements for Clients of the Company pursuant to the
1933
Act, the 1934 Act or state securities
laws;
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performing
services during Phase I, Step 4 (Retain Corporate Attorney), Phase
II,
Stage II (Preparation and Filing of Form SB-2) other than coordinating
the
Edgarization during Step 5 of Phase II, Stage II, and Stage III (Clearing
SEC Comments and Effectiveness of Form SB-2) of all Consulting
Agreements,
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performing
or subcontracting ▇▇▇▇▇ filing services for the Company’s Clients;
and
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performing
SEC compliance services for the Company’s Clients pursuant to Phase III
(SEC Compliance) of all Consulting Agreements or such other agreements
between the Clients and the Company regarding such
matters.
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2.3 The
Consultant shall use his best efforts to promote the interests of the Company
and, to the extent necessary to discharge the responsibilities assigned to
the
Consultant, perform faithfully and efficiently such
responsibilities.
2.4 Consultant
agrees to devote at least 40 hours per week to his duties as CLO. The Company
acknowledges that Consultant may provide legal or other services to third
parties not to exceed 30 hours per week (“Third-Party
Services”).
2.5 The
Consultant shall report directly and only to ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇.
2.6 The
Consultant shall perform his duties in New York.
2.7 The
Consultant will, subject to the terms of this Agreement, comply promptly and
faithfully with the Company’s reasonable instructions, directions, requests,
rules and regulations as may be expected of a similarly situated consultant.
The
Company shall not be deemed to have waived the right to require the Consultant
to perform any duties hereunder by assigning the Consultant to any other duties
or services or by assigning another individual to perform the duties of the
Consultant.
2.8 In
the
event of a change of control of the Company, the Consultant shall continue
to
serve the Company in the same capacity and have the same authority,
responsibilities and status as he had as of the date immediately prior to the
change of control. Following a change of control, the Consultant’s services
shall be performed at such location as may be mutually agreed upon between
the
Company and the Consultant. For the purposes of this Agreement, a “change
of control”
shall
be deemed to have occurred when:
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(a)
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a
person other than the current control person of the Company becomes
a
control person; or
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(b)
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a
majority of the directors elected at any annual or special general
meeting
of shareholders of the Company are not individuals nominated by the
Company’s then-incumbent board of
directors.
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2.9 The
Consultant shall have the right of first refusal to provide Third Party Services
to Clients of the Company and, for additional compensation to be paid by the
Company, to provide to such Clients services in Phase I, Step 4 (Retain
Corporate Attorney), Phase II, Stage II (Preparation and Filing of SB-2 Offering
Document), Phase II, Stage III (Clearing SEC Comments and Effectiveness of
Form
SB-2), and/or Phase III (SEC Compliance) of all Consulting Agreements; provided,
however, that such right of first refusal shall cease with respect to Phase
I,
Step 4 during any time that the Consultant is assigned to five or more such
Clients for services in Phase I, Step 4; shall cease with respect to all Steps
of Phase II, Stage II other than Step 5 (Edgarization) during any time that
the
Consultant is assigned to five or more such Clients for services in Phase II,
Stage II; and shall cease with respect to Phase III during any time that the
Consultant is assigned to ten or more such Clients for services in Phase III.
The Consultant shall have the right of first refusal to provide Third Party
Services to Clients of the Company for compensation to be paid by such Clients.
3.0 REMUNERATION
AND BENEFITS
3.1 Cash
Compensation and Stock Compensation
3.1.1 During
the Term of the Agreement, the Consultant shall be paid a yearly base salary
of
$151,200, to be billed by Consultant in monthly installments consisting of
$10,000 (“Cash
Compensation”)
and
shares of the Company’s common stock having an aggregate value of $2,600 at the
time of issuance (“Stock
Compensation”)
registered on Form S-8 and bearing a legend regarding the Consultant’s status as
an affiliate within the meaning of Rule 144 (“S-8
Shares”).
The
Company agrees to retroactively pay the Consultant pursuant to this subsection
3.1.1 for services performed by the Consultant for the Company during January
2006, February 2006 and March 2006, which are covered by this Agreement. The
Consultant acknowledges that upon receipt of the Cash Compensation and Stock
Compensation for January 2006, February 2006 and March 2006, such compensation
shall be good, valuable and sufficient consideration for all legal services
performed by Consultant for the Company during such months which otherwise
would
have been billed by the Consultant to the Company at the Consultant’s hourly
billing rate.
3.2 Compensation
Milestones and Bonus Shares
3.2.1 If
during
the Term of this Agreement the milestones listed below are met, the Consultant
shall receive the amount of shares of restricted and/or registered common stock
of the Company as a bonus (the “Stock
Bonus”)
as
listed after each milestone:
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per
quoted or listed company: 25,000 shares of the Company’s common stock
which will be restricted shares within the meaning of Rule 144 of
the 1933
Act (“Restricted
Shares”);
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if
the Company’s common stock trades on the American Stock Exchange (the
“Amex”),
the National Association of Securities Dealers Automated Quotation
System
(the “NASDAQ”)
or the New York Stock Exchange (the “NYSE”)
(or any successor to such entities) or any other national securities
exchange: 50,000 Restricted Shares;
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if
the Company’s net income is $1,000,000 or more during the fiscal year
ending September 30, 2006, during any interim period beginning after
the
Effective Date and ending prior to September 30, 2006 or during any
interim period beginning on October 1, 2006 and ending on or before
the
expiration of this Agreement: 85,000 shares, of which 50% will be
Restricted Shares and 50% will be S-8 Shares;
and
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Consultant
performs presentations directed by the Company at industry, trade
or other
conferences: 10,000 Restricted Shares per presentation plus reimbursement
of expenses.
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The
Stock
Bonus pursuant to this subsection 3.2.1 is payable quarterly. For purposes
of
this subsection 3.2.1, the term “quoted
or listed company”
means
any existing or new client of the Company whose common stock is not cleared
for
quotation on the over-the-counter Bulletin Board or the NASDAQ, or listed,
or
authorized for listing, on the Amex or the NYSE (or any successor to such
entities) or any other national securities exchange as of the Effective Date,
but such common stock becomes cleared for quotation on any one of such quotation
systems or exchanges during the Term of this Agreement.
3.2 Reimbursement
of Expenses
3.2.1 The
Company shall reimburse the Consultant for all reasonable expenses incurred
by
the Consultant in the performance of his duties pursuant to this Agreement
upon
the Consultant providing the Company with receipts for such expenses. Such
reimbursable expenses shall not include customary day-to-day office expenses,
including but not limited to copies, faxes, and office supplies.
3.2.2 The
Company shall reimburse Consultant during the Term of this Agreement up to
an
aggregate of $4,000 of the costs to establish and/or maintain one or more trusts
within or outside of the United States for the Consultant’s asset protection
purposes.
3.3 Paid
Time Off and Other Benefits
3.3.1 Consultant
will be entitled to six weeks of paid time off during the Term of this
Agreement. All Cash Compensation, Stock Compensation and Stock Bonus provided
for in this Agreement shall accrue during Consultant’s paid time off and
continue to be payable as provided for in this Agreement.
3.3.2 In
addition to any other compensation or benefits to be received by the Consultant
pursuant to this Agreement, the Consultant shall be entitled to participate
in
all benefit plans which the Company may from time to time provide to its key
officers, employees and/or consultants.
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3.4 Indemnification
3.4.1 The
Company shall to the fullest extent permitted by law or as set forth in the
Articles of Incorporation, and any future amendments, and the Bylaws of the
Company, indemnify, defend and hold harmless Consultant from and against any
and
all claims, demands, proceedings, liabilities, damages, losses and expenses
(including attorney's fees, court costs and disbursements) arising out of the
fact that he is or was serving as Consultant of the Company, or the performance
of his duties hereunder except in the case of Consultant’s gross negligence,
willful misconduct, criminal conduct or violations of law.
3.5 Insurance
3.5.1 In
the
event that the Company obtains director or officer insurance covering any person
during the Term of this Agreement, the Company will also take reasonable
measures to obtain such insurance covering Consultant.
3.6 Taxes
3.6.1 Consultant
shall be responsible for the payment of all taxes to the Internal Revenue
Service as well as any taxes payable in the United States including taxes
payable to any state or local jurisdiction. Consultant indemnifies the Company
with respect to the payment of any and all taxes owing and due for Cash
Compensation, Stock Compensation or Stock Bonus.
4.0 RESTRICTIVE
COVENANTS
4.1 Non-Competition
4.1.1 During
the Term of this Agreement and for three months following termination of this
Agreement as provided in section 5.0 hereof, the Consultant shall not directly
or indirectly:
(a) own,
operate, manage, control, invest, participate in any manner or have any interest
in;
(b) act
as an
officer, director, agent, employee, advisor or consultant of; or
(c) assist
in
any way or in any capacity, any person, firm, association, partnership,
corporation or other entity which is,
a
business that is the same or substantially similar to and/or competes with
the
business then engaged in by the Company (the “Competitive
Entity”)
anywhere in the United States (the “Territory”).
Nothing in this section 4.0 shall be construed to limit the Consultant’s ability
during the three-month period following termination of this Agreement to provide
legal services to one or more third parties, provided that such third party
is
not a Competitive Entity.
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4.1.2 The
restriction set out in subsection 4.1.1(a) above shall not apply to the
collective, direct or indirect, ownership of Consultant and his associates
(as
such term is defined in Regulation 14(A) promulgated under the 1934 Act, as
in
effect on the date first written above) of less than an aggregate of ten percent
(10%) of the securities of any Competitive Entity, but only if such investment
is of a totally passive nature and does not involve Consultant devoting time
to
the management or operations of such Competitive Entity and Consultant is not
otherwise involved in the business of such Competitive Entity.
4.1.3 The
Consultant acknowledges that the restrictions contained in this subsection
4.1
are reasonable; however, in the event that any court should determine that
any
of the restrictive covenants contained in subsection 4.1.1 or 4.1.2 of this
Agreement, or any part thereof, are unenforceable because of the duration of
such provision or the area covered thereby, such court shall have the power
to
reduce the duration or area of such provision and, in its reduced form, such
provision shall then be enforceable and shall be enforced.
4.1.4 Nothing
in this section 4.0 shall restrict or preclude Consultant from providing Third
Party Services; however the Consultant shall not provide Third Party Services
to
a Competitive Entity.
4.2 Delivery
of Records
4.2.1 Upon
the
termination of the Consultant’s employment with the Company, the Consultant will
deliver to the Company all books, records, lists, brochures and other property
belonging to the Company or developed in connection with the business of the
Company.
4.3 Confidentiality
4.3.1 The
term
“Confidential
Information”
means
any and all information concerning the business of the Company which the
Consultant may receive or develop as a result of his employment. All documents,
procedures, policies, programs, reports, plans, proposals, technical
information, know-how, systems and other information unique to the Company,
its
customers or principals, received or developed by the Consultant are the
property of the Company and/or such parties. The Consultant shall not make
any
unauthorized disclosure or use of and shall use his best efforts to prevent
publication or disclosure or use of Confidential Information.
4.3.2 The
Consultant acknowledges that any unauthorized disclosure or use of Confidential
Information by the Consultant may result in material damages to the Company
and
consents to the issuance of an injunction or other equitable remedy to prohibit,
prevent or enjoin unauthorized disclosure or use of Confidential Information
by
the Consultant.
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4.3.3 Except
as
authorized by the Company, the Consultant will not:
(a) duplicate,
transfer or disclose nor allow any other person to duplicate, transfer
or
disclose any of the Company’s Confidential Information;
(b) use
the
Company’s Confidential Information without the prior written consent of the
Company; or
(c) incorporate,
in whole or in part, within any domestic or foreign patent application
any
proprietary or Confidential Information disclosed by the
Company.
4.3.4 The
Consultant will safeguard all Confidential Information at all times so that
it
is not exposed to or used by unauthorized persons, and will exercise at least
the same degree of care to protect all Confidential Information whether or
not
developed by the Consultant.
4.3.5 The
restrictive obligations set forth above shall not apply to the disclosure or
use
of information which:
(a) is
or
later becomes publicly known under circumstances involving no breach of
this
Agreement by the Consultant;
(b) is
already known to the Consultant at the time of receipt of the Confidential
Information from the Company;
(c) is
lawfully made available to the Consultant by a third party having the right
to
disclose it to Consultant without violation of any obligation to the Company;
or
(d) is
required to be disclosed by the Consultant pursuant to legal process (e.g.,
a
subpoena), provided that Consultant notifies the Company immediately upon
receiving or becoming aware of the legal process in
question.
4.3.6 If
the
Consultant contends that any such information disclosed to him by the Company
is
in the public domain or was in the possession of the Consultant prior to such
disclosure and not under an obligation of confidence, the Consultant will,
within ten days of receipt by the Consultant of such disclosure give written
notice of such contention to the Company, which written notice shall include
a
complete identification of the information in question and the derivation
thereof, including particulars of any contract in which the Consultant or any
other person has made use of such concept or information. If the Consultant
has
not within ten days of receipt by the Consultant of such disclosure given such
written notice to the Company, then it shall be conclusively presumed that
all
information communicated by the Company to the Consultant concerning the
development originated with the Company and constitutes secret and confidential
information and know-how.
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4.3.7 The
Consultant hereby certifies that he has not brought and will not bring with
the
Consultant to the Company or use while performing his Consultant duties for
the
Company any materials or documents of a former employer of the Consultant which
are not generally available to the public except the know-how to which the
right
to use has been duly licensed to the Company by such former employer. The
Consultant understands that while employed by the Company, the employer is
not
to breach any obligation of confidence or duty and the Consultant agrees that
he
will fulfill all such obligations during his employment with the
Company.
4.3.8 No
patent
right or licenses are guaranteed by this Agreement and patent rights or licenses
now or developed during the Term of this Agreement are the property of the
Company. The disclosure of Confidential Information under this Agreement shall
not result in any obligation for either party to grant any rights in its patent
rights or confidential information, and no other obligations of any kind are
assumed by or implied against either party, except for those stated in this
Agreement.
4.3.9 The
provision of section 4.3 shall survive the termination of this
Agreement.
5.0 TERMINATION
5.1 The
Company may terminate the Consultant’s services under this Agreement at any time
upon the occurrence of any of the following events:
(a) the
Consultant acting unlawfully, dishonestly, negligently, incompetently or in
bad
faith;
(b) the
conviction of the Consultant of a felony;
(c) the
Consultant becoming permanently disabled or disabled for a period exceeding
90
consecutive days or 90 days calculated on a cumulative basis during the
Term of
this Agreement;
(d) the
breach or default of any term of this Agreement by the Consultant if such breach
or default has not been remedied to the reasonable satisfaction of the Company
within 14 days after written notice of the breach or default has been delivered
by the Company to the Consultant; or
(e) at
the
will of the Company, upon 30 days written notice to the Consultant by the
Company with a unanimous vote or signed written consent of the Company’s board
of directors.
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5.2 The
Consultant may terminate his obligations under this Agreement:
(a) at
any
time after the expiring of 120 days of the date on which there is a change
of
control, as described in subsection 2.8 of this Agreement or the Company has
a
successor as described in subsection 14.1 of this Agreement;
(b) upon
the
default or breach of any term of this Agreement by the Company if such breach
or
default has not been remedied or is not being remedied to the reasonable
satisfaction of the Consultant, within 14 days after written notice of the
breach or default has been delivered by the Consultant to the Company;
or
(c) at
the
will of the Consultant, upon 30 days written notice to the Company by the
Consultant.
5.3 In
the
event of the termination of the Consultant's services under this Agreement,
Consultant will be entitled only to the Cash Compensation, Stock Compensation
and Stock Bonus earned by Consultant hereunder as of the date of such
termination. The Consultant shall not be entitled to a severance of any kind
upon termination of this Agreement for any reason.
5.4 The
rights of the Company and the Consultant under this section 5.0 are in addition
to and not in derogation of any other remedies which may be available to the
Company or the Consultant at law or in equity.
6.0 PERSONAL
NATURE
6.1 This
Agreement is personal in nature and is entered into based upon the singular
skill, qualifications and experience of the Consultant.
7.0 RIGHT
TO USE CONSULTANT’S NAME AND LIKENESS
7.1 The
Consultant hereby grants to the Company the right to use the Consultant’s name,
likeness and/or biography in connection with the services performed by the
Consultant under this Agreement and in connection with the advertising or
exploitation of any project with respect to which the Consultant performs
services for the Company.
8.0 WAIVER
8.1 No
consent or waiver, express or implied, by any party to this Agreement of any
breach or default by the other party in the performance of its obligations
under
this Agreement or of any of the terms, covenants or conditions of this Agreement
shall be deemed or construed to be a consent or waiver of any subsequent or
continuing breach or default in such party’s performance or in the terms,
covenants and conditions of this Agreement. The failure of any party to this
Agreement to assert any claim in a timely fashion for any of its rights or
remedies under this Agreement shall not be construed as a waiver of any such
claim and shall not serve to modify, alter or restrict any such party's right
to
assert such claim at any time thereafter.
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9.0 NOTICES
9.1 Any
notice relating to this Agreement or required or permitted to be given in
accordance with this Agreement shall be in writing and shall be personally
delivered or mailed by registered mail, postage prepaid to the address of the
parties set out on the first page of this Agreement. Any notice shall be deemed
to have been received if delivered, when delivered, and if mailed, on the fifth
day (excluding Saturdays, Sundays and holidays) after the mailing thereof.
If
normal mail service is interrupted by strike, slowdown, or other cause, a notice
sent by registered mail will not be deemed to be received until actually
received and the party sending the notice shall utilize any other services
which
have not been so interrupted or shall deliver such notice in order to ensure
prompt receipt thereof.
9.2 Each
party to this Agreement may change its address for the purpose of this section
9.0 by giving written notice of such change in the manner provided for in
subsection 9.1 hereof.
10.0 APPLICABLE
LAW
10.1 This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Nevada and the federal laws of the United States applicable therein,
which shall be deemed to be the proper law hereof. The parties hereto hereby
submit to the jurisdiction of the courts of ▇▇▇▇▇ County, Las Vegas,
Nevada.
11.0 SEVERABILITY
11.1 If
any
provision of this Agreement for any reason be declared invalid or unenforceable,
such declaration shall not effect the validity or enforceability of any
remaining portion of this Agreement, which remaining portion shall remain in
full force and effect as if this Agreement had been executed with the invalid
or
unenforceable portion thereof eliminated and is hereby declared the intention
of
the parties that they would have executed the remaining portions of this
Agreement without including therein any such part, parts or portion which may,
for any reason, be hereafter declared invalid or unenforceable.
12.0 ENTIRE
AGREEMENT
12.1 This
Agreement constitutes the entire agreement between the parties hereto and there
are no representations or warranties, express or implied, statutory or otherwise
other than set forth in this Agreement and there are no agreements collateral
hereto other than as are expressly set forth or referred to herein. This
Agreement cannot be amended or supplemented except by a written agreement
executed by both parties hereto, provided that if the Company becomes listed
on
the Amex, NASDAQ or NYSE, the Company and the Consultant shall reasonably
renegotiate the terms of this Agreement to the extent such terms are
inconsistent with the rules and regulations of such exchange or quotation
system.
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13.0 ARBITRATION
13.1 In
the
event of any dispute arising in the determination of the compensation to be
paid
pursuant to subsection 5.0 hereof or of the Consultant's compensation as set
out
in this Agreement, the matter in dispute shall be referred to the auditors
of
the Company for determination. If the auditors cannot agree on a determination
of the matter in dispute within ten days following the referral to them, the
matter in dispute shall be referred to a single arbitrator under the Arbitration
Act then in effect federally, and the arbitration shall take place in ▇▇▇▇▇
County, Las Vegas, Nevada.
14.0 LIMITATIONS
ON ASSIGNABILITY
14.1 Consultant’s
duties and responsibilities under this Agreement are not assignable or delegable
in whole or in part. The Company may assign this Agreement to a successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to
all or substantially all of the business and/or assets of the Company; provided,
however, that the Company will require any successor to assume expressly and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession had taken
place. As used in this Agreement, "the
Company"
shall
mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement
by
operation of law, or otherwise.
15.
0 BURDEN
AND BENEFIT
15.1 This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.
16.0 TIME
16.1 Time
is
of the essence of this Agreement.
17.0 COUNTERPART,
PHOTOCOPIES AND FAXES
17.1 This
Agreement may be executed in counterpart and such counterparts together shall
constitute one and the same instrument and notwithstanding the date of execution
shall be deemed to bear the date as set out on the first page of this Agreement.
It shall not be necessary in making proof of this Agreement or any counterpart
hereof to produce or account for any of the other counterparts. A copy of this
Agreement signed by one party and faxed to another party shall be deemed to
have
been executed and delivered by the signing party as though an original. A
photocopy of this Agreement shall be effective as an original for all
purposes.
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IN
WITNESS WHEREOF the undersigned have duly executed this Agreement as of the
date
set out on the first page of this Agreement.
| PUBLIC COMPANY MANAGEMENT CORP. | CONSULTANT | |
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | /s/ ▇▇▇▇ ▇'▇▇▇▇ High | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇, President & CEO | ▇▇▇▇ ▇'▇▇▇▇ High |
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