SUPPLEMENTARY CONSULTING AGREEMENT
This is an Agreement, dated this 8th day of August, 1995, between Cimetrix
Incorporated, a Nevada corporation ("Cimetrix") and Bicoastal Holding Company, a
Nevada corporation ("Bicoastal").
Background
Xxxx X. Xxxxxxxxx ("Bilzerian") has been an employee of Bicoastal since
1993. By agreement dated Xxxxx 00, 0000, Xxxxxxxxx agreed to perform consulting
services for Cimetrix. Pursuant to his employment agreement with Bicoastal, all
compensation for Bilzerian's services to Cimetrix has been paid to or for the
account of Bicoastal. Cimetrix and Bicoastal now desire to provide for an
extended consulting period, because Cimetrix desires to retain Bilzerian's
services for 20 additional months (more or less) and has requested Bilzerian to
temporarily relocate his family to Provo, Utah. In consideration of the
foregoing, and the terms and conditions herein contained, the parties agree as
follows:
Agreement
1. Recitals. The foregoing recitals are true and correct, and are made a part
of this Agreement.
2. Receipt of Consideration. Bicoastal acknowledges that it has received
warrants to purchase 6,000,000 shares of Cimetrix' common stock as consideration
for Bilzerian's consulting services from March 21, 1994 through March 20, 1997.
Bicoastal also acknowledges the receipt of $2,000 per month since September,
1994 as additional consideration for Bilzerian's services.
3. Extension of Term. Bicoastal further agrees to make Bilzerian's services
available to Cimetrix on an "as needed" basis through December 31, 1998, on the
terms and conditions contained in the March 21, 1994 consulting agreement, as
modified herein.
4. Compensation. As consideration for Bicoastal's agreement to extend the term
for which Bilzerian renders consulting services to Cimetrix, Cimetrix agrees to
pay to Bicoastal the sum of $4,333.33 per month, commencing August 1, 1995,
through December 31, 1998, or such earlier ate as Bilzerian's proxies to vote
the shares of Cimetrix owned by Xxxxxxx Xxxxxxx and W. Xxxxx Xxxxxx expire, or a
change in control or sale of substantially all the stock or assets of Cimetrix
occurs.
5. Relocation Expenses. Cimetrix shall bear the costs associated with
Bilzerian's temporary relocation to Provo, Utah, and shall provide him and his
family with housing and other temporary living expenses during such relocation
period, at no cost to Bicoastal.
6. Ratification. The parties hereby ratify the March 21, 1994 agreement
between Cimetrix and Bilzerian, as agent for Bicoastal, as amended by the June
3, 1994 agreement between Cimetrix and Bicoastal, pursuant to which Bicoastal
exchanged its stock option for warrants to purchase 6,000,000 shares of
Cimetrix' common stock. Except as specifically amended hereby, such agreements
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement this 8th day of
August, 1995.
CIMETRIX INCORPORATED
By /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx, Vice President
BICOASTAL HOLDING COMPANY
By /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx, President
