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TRANSPAC HOLDINGS, INC.
International Investment Bankers
CONSULTING AGREEMENT
This Agreement is made this 25th day of June 1996, between Xxxxx Discs
Products, Inc., located at 0000 X Xxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, Xx, 00000
and Transpac Holdings, Inc., located at 00000 Xxxxxxx Xxx. #0, Xxx Xxxxxxx Xx,
00000, a Nevada Corporation, and PRECISE PRECISION PRODUCTS, located at 00000
Xxxxxx Xxxx. Xxxxx 000, Xxxxxxx Xxxxx, XX 00000.
In consideration of the mutual promises contained herein and other good
valuable considerations, it is agreed as follows:
1. Independent Contractor Status
Parties to this contract intend that the relation between them by
this contract is that of company and independent contractor. No
agent, employee or servant of the independent contractor shall be
deemed an employee or agent or servant of the employer. The
Company is only interested in the results obtained under this
contract; the manner and means of conduction of the work are under
the sole control of the independent contractor. None of the
benefits provided by the Company to its employees, which includes,
but are not limited to compensation insurance and unemployment
insurance will be available to the independent contractor or its
agents. The independent contractor will be solely and entirely
responsible for its acts and for the acts of its agents, servants
and subcontractors during the performance of this contract.
2. Statement of Contract Intent
A. TRANSPAC is primarily engaged as a financing and corporate
development company on an independent contractor basis. TRANSPAC
derives its revenues from consulting fees charged to clients and
from the capital appreciation of securities obtained as part of the
consulting fees from the client companies that engage TRANSPAC to
guide them in their corporate development activities and bridge from
the private to public markets.
B. The Board of Directors of TRANSPAC agrees to enter into a consulting
and advisory contract. On that basis, aforementioned XXXXX DISC has
expressed a desire to retain TRANSPAC on an advisory basis to assist
them in the preparation of the following, pursuant to an agreement
with XXXXX DISC.
C. Duties to be Performed:
(1) Organize bridge or mezzanine financing for XXXXX DISC, in which
TRANSPAC will introduce its investors to equity ownership in
the restricted shares of XXXXX DISC. TRANSPAC and with the
help of PRECISE PRECISION PRODUCTS will raise $576,250 at a
price of $2.50 per share, and deliver proceeds no later than
June 26, 1996, and secure and deliver a Subscription Agreement
and Registration Rights Agreement generated directly by XXXXX
DISC. TRANSPAC is also responsible for delivery of the
aforementioned documents including the 10Q dated March 31, 1996
and 8K dated May 15, 1996.
(2) On an "as requested" basis, TRANSPAC will engage in active
promotion of the common stock of XXXXX DISC. This promotion,
which includes, but is in no way limited to bringing awareness
to potential investors through interviews on the Business
Channel in Los Angeles, newsletters exposure, and introductions
to professional public relations and other promotions
companies. Each individual promotional request will be
submitted in writing from XXXXX DISC to TRANSPAC. XXXXX DISC
will pay all expenses relating to this promotion.
(3) TRANSPAC will devote up to (30) hours per month on an as needed
basis to the described above and herein to XXXXX DISC.
It is the intent of XXXXX DISC, evidenced by the signature
hereto, to contract TRANSPAC to provide the services described
above and within.
ARTICLE I
1.1 XXXXX DISC hereby contracts TRANSPAC commencing on the 25th day of June
1996, as stated in section (2)(c).
1.2 The financial consulting fees for services and company advisor fee
offered by TRANSPAC as set forth in this agreement consists of the
following:
(A) An organization and due diligence fee of (10%) of the funds
raised from the aforementioned bridge financing;
(B) TRANSPAC shall receive 10,000 shares of the restricted shares
of the common stock of XXXXX DISC PRODUCTS, INC, all shares of
which will inherit "piggy back" rights as stated in the
Registration Rights Agreement, as generated by XXXXX DISC,
executed and delivered to TRANSPAC on June 12, 1996. The 10%
cash advisor fee will be paid no later than seven days after
deposit of proceeds and acceptance of the Subscription
Agreement by XXXXX DISC. The common stock will be delivered
simultaneous to delivery of the shares issued as a result of
TRANSPAC's efforts.
(C) PRECISE PRECISION PRODUCTS (XXXXX JAGIDAR - PRESIDENT) shall
also receive 10,000 shares of the restricted stock of XXXXX
DISC and will inherit "piggy back" rights as described in
letter (B) directly above, and will be paid 10% cash of all
monies it raises. This equates to $29,125 of which $5,000 will
be paid directly to TRANSPAC. The same terms apply as stated
in letter (B) regarding the payment of cash and delivery of
equity earned in transaction.
ARTICLE II
3.1 If any portion of this Agreement is determined to be void as against law
or public policy, such provision shall not render this entire agreement
void, but only the invalid portion shall be so construed.
3.2 The parties agrees that in the event any party to this agreement shall
fail or refuse to perform any of the provisions of this Agreement, the
other party shall be entitled to injunctive relief.
3.3 This Agreement is made with reference to the laws of California,unless
another state may have jurisdiction in this transaction.
3.4 This Agreement is complete and constitutes the entire and only contract
between all parties hereto and it is mutually understood that no other
agreements, statements, inducements or representations, written or
verbal have been made or relied upon by either party. The modifications
hereto or amendments hereto shall be binding when presented in writing
and signed by both parties.
3.5 This agreement shall be terminated upon the mutual consent of both
parties stated herein. This Agreement may be signed in counterpoint.
Agreed and Accepted This 25th day of June, 1996.
XXXXX DISC PRODUCTS, INC. TRANSPAC HOLDINGS, INC.
BY: /s/ Xxxxxx X. Xxxx BY: /s/ Xxxx Xxxx
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President & CEO President & CEO
XXXXXX X. XXXX
PRECISE PRECISION PRODUCTS
BY: /s/ Xxxxx Jagidar 6/25/96
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President
