CONSULTING AGREEMENT
THIS AGREEMENT is made as of this the 30th day of April, 1998 by and
between Voxcom Holdings, Inc., a Nevada corporation (the "Company"), and Jande
International Holdings, LLC (referred to herein as the Consultant).
WHEREAS, Company desires to retain Consultant for a period of two years to
assist the Company in the development of the business of the Company,
NOW, THEREFORE, in consideration of the premises and the agreements
contained herein the Company and Consultant hereby agree as follows:
1. Consulting Services.
1.1 For a period of 24 months beginning the date hereof, the Company
hereby retains Consultant and Consultant hereby agrees to perform
consulting services for the Company as requested from time to time by the
President of the Company.
1.2 Consultant shall at all times be free to devote time to
occupations, employment and activities other than those provided for in
this Agreement. Consultant shall not be entitled to compensation for
consulting services other than the payment provided for in Section 2
hereof.
1.3 The relationship created between the Company and Consultant by
this Agreement is that of a hiring corporation and an independent
contractor. The methods and means of performing the work by Consultant
under this Agreement will be solely within the control of Consultant.
Consultant acknowledges and agrees that Company's worker's compensation
insurance does not cover Consultant or any employee of Consultant.
Consultant further acknowledges and agrees that because he is an
independent contractor, the Company has no responsibility for withholding
any employee related taxes including, without limitation, state or federal
income taxes, unemployment taxes, FICA taxes, and disability insurance
charges.
2. Consideration. Company will issue to Consultant for the Consulting
Agreement set forth in Section 1 a total of 110,000 shares of Common Stock, par
value $0.001, in a transaction exempt under SEC Rule 504. Such shares shall be
unrestricted and fully tradeable. In addition, the Company shall reimburse
consultant for all expenses incurred by him in
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connection with his duties hereunder, provided that shall expenses shall be
incurred pursuant to Company policies in effect from time to time with the
advance consent of the President.
3. General.
3.1 This Agreement supersedes all prior agreements and understandings
between the Consultant and the Company with regard to the subject matter of
this Agreement.
3.2 No modification, termination, or waiver under this Agreement shall
be valid unless in writing and signed by the Consultant and the Company.
3.3 This Agreement shall inure to the benefit of and be binding upon
any successor or assign of the Company and shall inure to the benefit of
and be binding upon the Consultant's heirs, successors and assigns.
3.4 The waiver by the Company of a breach of any provision of this
Agreement by Consultant shall not operate or be construed as a waiver of
any subsequent breach of Consultant and the waiver by Consultant of a
breach of any provision of this Agreement by the Company shall not operate
or be construed as a waiver of any subsequent breach by the Company.
3.5 This Agreement shall be interpreted and construed under the laws
of the State of Texas.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
VOXCOM HOLDINGS, INC.
By: /s/ Xxx XxXxxxxx
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Xxx XxXxxxxx, President
JANDE INTERNATIONAL HOLDINGS, LLC
By: /s/ Xxx Xxxxxxx
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Xxx Xxxxxxx, President
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