As filed with the Securities and Exchange Commission on March 5, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________________________________
Wireless Data Solutions, Inc.
(Exact Name of Registrant as Specified in its Charter)
Utah 93-0734888
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
1016 Shores Acres Drive
Leesburg, Florida 34784
(Address of Principal Executive Offices) (Zip Code)
_______________________________________________
Consulting Agreement
Consulting Agreement
Consulting Agreement
(Full Title of the Plans)
___________________________________
MICHAEL B. McLAUGHLIN
President and Chief Executive Officer
Wireless Data Solutions, Inc.
1016 Shores Acres Drive
Leesburg, Florida 34784
(Name and Address of Agent for Service)
(352) 323-1295
(Telephone Number, Including Area Code, of Agent for Service)
__________________________________________
With Copy to:
Holland & Hart LLP
215 South State Street, Suite 500
Salt Lake City, UT 84111-2346
(801) 595-7800
ATTENTION: P. CHRISTIAN ANDERSON, ESQ.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Be Price Per Offering Registration
Title of Securities to be Registered (1) Registered Share Price Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Consulting Agreement under which
David Wood, Henry Hanson and Joe
Zachman have the right to acquire
Common Stock, no par value 300,000 $0.325(2) $97,500 $29.54
Consulting Agreement under which
David Wood has the right to acquire
Common Stock, no par value 150,000 $0.325(2) $48,750 $14.77
Consulting Agreement under which
Brian Blankenburg has the right to acquire
Common Stock, no par value 300,000 $0.325(2) $97,500 $29.54
----------------------------------------------------
Total 750,000 $243,750 $73.85
- -------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities
Act"), this Registration Statement shall also cover any additional shares of the Registrant's
Common Stock, no par value, which are issued or become issuable under the Consulting Agreement to
prevent dilution resulting from any stock dividend, stock split, recapitalization or other
similar transaction.
(2) Estimated in accordance with Rule 457(h) under the Securities Act based on the average of
the bid and asked price as of March 3, 1998 as reported on OTC Bulletin Board.
</TABLE>
PART II
Item 3. Incorporation of Certain Documents by Reference.
-------------------------------------------------
The following documents filed by Wireless Data Solutions, Inc. (the
"Registrant") with the Commission are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's effective registration statement on Form 10-SB
filed with the Commission on February 12, 1998 (the "Form 10-SB") under the
Securities Exchange Act of 1934, as amended, which contains audited financial
statements for the fiscal year ended September 30, 1997.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1997.
(c) The description of the Registrant's no par value Common Stock
contained in the Form 10-SB filed with the Commission on February 12, 1998
under the Exchange Act.
(d) All documents filed subsequent hereto pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold.
The consolidated financial statements of the Registrant as of September
30, 1997 and 1996, that are included in the Registrant's registration
statement on Form 10-SB and incorporated by reference in this Registration
Statement, have been audited by James B. Harned, independent auditor, as
stated in his report, which is incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of James B. Harned pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission),
and upon the authority of such firm as experts in accounting and auditing.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 16-10a-902(1) of the Utah Revised Business Corporation Act
authorizes a Utah corporation to indemnify any director against liability
incurred in any proceeding if he or she acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was unlawful.
Section 16-10a-902(4) prohibits a Utah corporation from indemnifying a
director in a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in a proceeding in which
the director was adjudged liable on the basis that he or she improperly
received a personal benefit. Otherwise, Section 16-10a-902(5) allows
indemnification for reasonable expenses incurred in connection with a
proceeding by or in the right of the corporation.
Unless limited by the Articles of Incorporation, Section 16-10a-905
authorizes a director to apply for indemnification to the court conducting the
proceeding or another court of competent jurisdiction. Section 16-10a-907(1)
extends this right to officers of a corporation as well.
Unless limited by the Articles of Incorporation, Section 16-10a-903
requires that a corporation indemnify a director who was successful, on the
merits or otherwise, in defending any proceeding to which he or she was a
party against reasonable expense incurred in connection therewith. Section
16-10a-907(1) extends this protection to officers of a corporation as well.
Pursuant to Section 16-10a-904(1), a corporation may advance a director's
expenses incurred in defending any proceeding upon receipt of an undertaking
and a written affirmation of his or her good faith belief that he or she has
met the standard of conduct specified in Section 16-10a-902. Unless limited
by the Articles of Incorporation, Section 16-10a-907(2) extends this
protection to officers, employees, fiduciaries and agents of a corporation as
well.
Regardless of whether a director, officer, employee, fiduciary or agent
has the right to indemnify under the Utah Revised Business Corporation Act,
Section 16-10a-908 allows a corporation to purchase and maintain insurance on
his or her behalf against liability resulting from his or her corporate role.
Article IV of the Company's Articles of Incorporation provides for the
indemnification, to the fullest extent permitted by the Utah Revised Business
Corporation Act or any other applicable law as in effect from time to time, of
any director of the Company for liability to the corporation or to its
shareholders for monetary damages for any action taken, or any failure to take
any action, as a director.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
Regulation S-K
Exhibit Document
- --------------- ------------------
4.1 Consulting Agreement dated April 15, 1997,
among Products, Services & Technology
Corporation, David Wood, Henry Hanson
and Joe Zachman
4.2 Consulting Agreement dated October 15, 1997,
between Wireless Data Solutions, Inc. and David Wood
4.3 Consulting Agreement dated March 4, 1998
between Wireless Data Solutions, Inc. and Brian
Blankenburg
5 Opinion of Holland & Hart LLP, as to the legality of
securities being registered.
23.1 Consent of James B. Harned, Independent Auditor.
23.2 Consent of Holland & Hart LLP (contained in Exhibit 5).
24 Power of Attorney (included on page 7 of this Registration
Statement).
Item 9. Undertakings.
-------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Leesburg, State of Florida, on March 4, 1998.
Wireless Data Solutions, Inc.
/s/ Michael B. McLaughlin
----------------------------------
Michael B. McLaughlin
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS by these presents that each person whose signature to
this Registration Statement appears below hereby constitutes and appoints
Michael B. McLaughlin and Patrick Makovec, and each of them, as his true and
lawful attorney-in-fact and agent, with full power of substitution, to sign on
his behalf individually and in the capacity stated below, and to perform any
acts necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement
or the amendments thereto and each of the undersigned does hereby ratify and
confirm all that such attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons in the
capacities indicated on March 4, 1998:
Signature Title
- --------- ---------
/s/ Michael B. McLaughlin President and Chief Executive Officer
- ------------------------ (Principal Executive Officer) and Director
Michael B. McLaughlin
/s/ Patrick Makovec Chief Financial Officer and Director
- -------------------------- (Principal Financial and Accounting
Patrick Makovec Officer)
/s/ Brian Blankengurg Director
- ---------------------
Brian Blankenburg
Wireless Data Solutions, Inc.
EXHIBIT INDEX
Regulation S-K
Exhibit Document
- -------------- ------------------------------------------------
4.1 Consulting Agreement dated April 15, 1997, among Products,
Services & Technology Corporation, David Wood, Henry Hanson
and Joe Zachman
4.2 Consulting Agreement dated October 15, 1997 between Wireless
Data Solutions, Inc. and David Wood
4.3 Consulting Agreement dated March 4, 1998 between Wireless
Data Solutions, Inc. and Brian Blankenburg
5 Opinion of Holland & Hart LLP as to the legality of
securities being registered.
23.1 Consent of James B. Harned, Independent Auditor.
23.2 Consent of Holland & Hart LLP (contained in Exhibit 5).
24 Power of Attorney (included on page 7 of this Registration
Statement)
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made this 15th day of
April, 1997, by and among Products, Services & Technology Corp., an Oregon
corporation, and its successors and assigns, whose principal place of business
is located at 1016 Shores Acres Drive, Leesburg, Florida 34748 (the "Company")
and David wood, a North Carolina resident with an address of 7720 Arboretum
Drive, Suite 103, Charlotte, North Carolina 28270, and Henry Hanson, a Montana
resident with an address of 2217 Canyon Drive, Billings, Montana 59102
(collectively, the "Consultants"). The Consultants executed and delivered
this Agreement by the execution and delivery of the Counterpart Signature
Pages which are designated as Exhibits "A" and "B" hereof.
R E C I T A L S
WHEREAS, the Board of Directors of the Company has agreed to adopt a
written investor relations agreement for compensation of two individual
Consultants, who are natural persons, for agreed upon services previously
performed and to be performed; and
WHEREAS, the Company desires to engage the Consultants to provide
services at the request of and subject to the satisfaction of its management,
and may avail itself of the services of the Consultants during the term
hereof; and
WHEREAS, the Consultants have previously provided certain services at the
request and subject to the approval of the management of the Company; and
WHEREAS, a general description of the nature of the agreed-upon services
performed and to be performed by the respective Consultants under this
Agreement is listed in the Counterpart Signature Pages attached hereto; and
WHEREAS, the Company and the Consultants intend that this Agreement shall
be a "written compensation agreement" as defined in Rule 405 of the Securities
and Exchange Commission (the "SEC")pursuant to which the Company may issue
"freely tradeable" shares of its common stock as payment for services rendered
pursuant to an S-8 Registration Statement to be filed with the SEC by the
Company.
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, it is agreed:
A G R E E M E N T
1. Consultant Services. The Company hereby acknowledges the employment
of the Consultants and the Consultants hereby acknowledge acceptance of such
employment, and have performed or will perform the services requested by
management of the Company to the Company's satisfaction during the term
hereof. Subject to the terms and conditions of this Agreement, the
Consultants shall continue to provide consulting services at the request of
the Company in connection with its general operations and projects during the
term hereof. Any and all services performed by the Consultants shall be
performed in accordance with the requests of the management of the Company.
The services performed by the Consultants hereunder have been personally
rendered by the Consultants and no one acting for or on behalf of the
Consultants, except those persons normally employed by the Consultants in
rendering services to others, such as secretaries, bookkeepers and the like.
2. Compensation. In consideration of the services performed and to be
performed by the Consultants hereunder, shares of the Company's common stock
shall be issued to the Consultants according to the following schedule (the
"Shares"):
Name of Consultant Number of Shares
------------------ ----------------
David Wood 260,000
Henry Hanson 40,000
3. Delivery of Shares. Subject to the filing and effectiveness of the
SEC Forms, as provided for and defined in Paragraph 4 of this Agreement, and
any applicable state securities filings covering the Shares, and also subject
to Paragraph 5 of this Agreement, one or more certificates representing such
Shares shall be delivered to the respective Consultants, at their respective
addresses listed above, unless another address shall be provided to the
Company by any Consultant in writing prior to the creation of such
certificates.
4. Preparation of Securities Registration Forms; Payment of Fees.
Except as provided in Paragraph 5, the parties understand and agree that the
issuance of the Shares and any Renewal Term Shares (as defined below) shall
occur after the filing with the SEC and effectiveness of all required
Registration Statements and other necessary securities documents, including,
without limitation, a Form 10-SB General Form for Registration and a Form S-8
Registration Statement (the "SEC Forms"). Upon execution of this Agreement,
the Company shall take such actions as are reasonably necessary to effect the
preparation and filing of the SEC Forms, including the engagement of the
services of a competent professional or professionals. In order to facilitate
the Company's preparation and filing of these documents, David Wood agrees to
pay all costs and expenses, or, if applicable, to reimburse the Company for
all costs and expenses, arising from or in connection with the preparation and
filing of the SEC Forms.
5. Failing to Register Securities; Issuance of Restricted Shares. If
the Shares or Renewal Term Shares (as defined below) are not capable of
registration with the SEC as set forth in Paragraph 4 prior to the expiration
of this Agreement pursuant to Paragraph 11, the parties agree that the Shares,
and Renewal Term Shares if applicable, shall be issued to the Consultants as
"restricted" shares. In such circumstance, the transferability of the Shares,
and Renewal Term Shares if applicable, will be restricted by the Securities
Act of 1933, as amended (the "Act"), and applicable state securities laws and
regulations, and neither the Shares nor the applicable Renewal Term Shares
will be eligible to be sold unless they are subsequently registered or an
exemption from registration is available. If the Shares or Renewal Term
Shares are issued as "restricted" shares, the certificates representing such
Shares or Renewal Term Shares will bear appropriate legends referring to the
restrictions on resale and transferability imposed by the Act and applicable
state securities laws and regulations. If the Shares or Renewal Term Shares
are issued as "restricted" shares, the Company shall use its best efforts to
prepare and file a registration statement covering such Shares or Renewal Term
Shares by the earliest practicable date.
6. Additional Compensation. In further consideration of services
performed or to be performed by David Wood, one of the Consultants hereunder,
the Company shall pay to David Wood a total of $10,000 as follows: $5,000
upon execution of this Agreement; and $5,000 on or before thirty (30) days
after the execution of this Agreement.
7. Expenses. The Company shall initially pay for all ordinary and
necessary out-of-pocket expenses incurred by Consultants on behalf of the
Company prior to delivery of the Shares to the Consultants pursuant to
Paragraph 3 hereof, in connection with the services performed or to be
performed by the Consultants hereunder. The Consultants shall furnish such
receipts or other evidence of payment of such expenses as may be reasonably
requested by the Company to substantiate the same. Following delivery of the
Shares pursuant to Paragraph 3 hereof, each Consultant shall reimburse the
Company for all amounts initially paid by the Company for such ordinary and
necessary out-of-pocket expenses incurred by such Consultant on behalf of the
Company pursuant to this paragraph.
8. Limitation on Nature of Services. None of the services performed or
to be performed by the Consultants and paid for by the issuance of shares of
common stock of the Company are or shall be services related to any "capital
raising" transaction.
9. Confidential Information. The Consultants acknowledge that in the
course of performance of services under this Agreement, it has had or will
have access to and has acquired or will acquire Confidential Information (as
hereinafter described) concerning the Company, its business and operations.
Each of the Consultants agrees that he/she will not disclose any Confidential
Information to third parties or use any Confidential Information for any
purpose other than the performance of this Agreement except as disclosure may
be necessary or appropriate in the course of performing this Agreement. For
purposes of this Agreement, the term "Confidential Information" shall include
all information relating to the business of the Company and all processes,
services and other activities engaged in by the Company during the term of
this Agreement; provided, however, that the term "Confidential Information"
shall not include any information which at the time of disclosure to the
Consultant is in the public domain, or which subsequently becomes a part of
the public domain by publication or otherwise through no fault of the
Consultant, or which is subsequently disclosed to the Consultant or its
employees by a third party not in violation of any rights or obligations owed
by such third party to the Company.
10. Indemnification. Each party to this Agreement (hereinafter an
"Indemnifying Party") hereby agrees to indemnify each of the other parties to
this Agreement (hereinafter an "Indemnified Party") for and hold the
Indemnified Party harmless against the following: (a) any and all loss,
liability or damage resulting from any breach or nonfulfillment of any
agreement or obligation of the Indemnifying Party under this Agreement; (b)
any losses, damages, fees, settlements, or other costs or expenses resulting
from any misstatement of a material fact or omission of a material fact by the
Indemnifying Party contained herein or contained in the S-8 Registration
Statement of the Company to be filed hereunder, to the extent that any such
misstatement or omission contained in the Registration Statement was based
upon information supplied by the Indemnifying Party; and (c) any and all
actions, suits, proceedings, damages, assessments, judgments, settlements,
costs and expenses, including reasonable attorneys' fees, incurred by the
Indemnified Party as a result of the failure or refusal of the Indemnifying
Party to defend any claim incident to or otherwise honor the foregoing
provisions after having been given notice of and an opportunity to do so.
If any claim or liability shall be asserted against an Indemnified Party
which would give rise to a claim by the Indemnified Party against an
Indemnifying Party for Indemnification under the provisions of this Paragraph
10, the Indemnified Party shall promptly notify the Indemnifying Party in
writing of the same, subject to the prior approval of the Indemnified Party,
which approval shall not be unreasonably withheld, the Indemnifying Party
shall be entitled at its own expense to compromise or defend any such claim.
The Indemnifying Party shall keep the Indemnified Party informed of
developments with respect to such claim, including any litigation, and the
Indemnified Party shall not compromise or settle any action, claim, demand or
litigation without the prior written consent of the Indemnifying Party, in
breach of which the Indemnified Party shall have no right to indemnification
under this Agreement in respect of such compromise or settlement.
11. Term; Expiration. The "Effective Date" of this Agreement is the
date of execution hereof. This Agreement shall remain in effect until
expiration as hereinafter provided. This Agreement shall expire on the date
that is six (6) months after the Effective Date, unless extended in accordance
with Paragraph 12 hereof. Notwithstanding the foregoing, expiration of this
Agreement pursuant to this Paragraph shall not alter or excuse the parties'
obligations under Paragraph 3 or Paragraph 4 of this Agreement.
12. Option to Renew.
12.1 Exercise of Option. The parties agree that the Company shall
have an option to renew this Agreement as to Consultant David Wood for an
additional renewal term of six (6) months. The Company may exercise such
option to renew by providing written notice of such exercise to Consultant
David wood no later than thirty (30) days before the expiration of this
Agreement pursuant to Paragraph 11 hereof.
12.2 Renewal Term Compensation. If the Company exercises such
option to renew, the terms and provisions of this Agreement shall continue to
apply, except that additional compensation of up to 250,000 shares of the
Company's common stock (the "Renewal Term Shares") shall be paid to Consultant
David Wood in consideration of the services to be performed by Consultant
David Wood during such renewal term. In consultation with Consultant David
Wood, the Company shall determine the exact number of shares of the Company's
common stock to be paid to Consultant David Wood as Renewal Term Shares, after
considering the value of the services to be performed by Consultant David Wood
during such renewal term and the market value of shares of the Company's
common stock during the period immediately preceding the commencement of such
renewal term.
13. Independent Contractors. The Company and the Consultants agree that
the Consultants are independent contractors for all services performed and to
be performed under the terms and conditions of this Agreement and shall not be
deemed to be the Company's agent for any purpose whatsoever and are not
granted any right or authority under this Agreement to assume or create any
obligation or liability, whether express or implied, absolute or contingent,
on the Company's behalf, or to bind the Company in any manner. The
Consultants shall be liable for any FICA taxes, withholding or other similar
taxes or charges arising from the issuance of any shares of the Company's
common stock to any Consultant or any other compensation received hereunder,
and the Consultants shall indemnify and hold harmless the Company therefrom;
it is understood by the parties that the value of all such items has been
taken into account by the parties in determining the amount of compensation
for services rendered by the Consultants hereunder.
14. Representations and Warranties of the Company. The Company
represents and warrants to, and covenants with, the Consultants as follows:
14.1 Corporate Status. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Oregon.
14.2 Registration Statement of Form S-8. The Company shall provide
to the Consultants prior to the issuance and delivery of any Shares or Renewal
Term Shares a copy of each of the following: the SEC Forms; this Agreement;
all quarterly, annual or current reports or other documents incorporated by
reference into such Registration Statement; and any other similar reports
filed or publicly disseminated following the effective date of any such
Registration Statement.
14.3 Securities Laws. The Company shall fully comply with any and
all federal and state securities laws, rules and regulations governing the
issuance of any of the Shares or Renewal Term Shares.
14.4 Reports with the SEC. Upon the filing and effectiveness of a
Form 10-SB, the Company will be required to file reports with the SEC pursuant
to Section 15(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and the Company agrees that after the filing and effectiveness of such
From 10-SB, and during the term of this Agreement and any renewal term
hereunder, it will file with the SEC all reports required to be filed by it,
and such reports will be true and correct in every material respect.
15. Representation and Warranties of Consultants. Each of the
Consultants individually represents and warrants to, and covenants with, the
Company as follows:
15.1 Employment. Each of the Consultants has hereby accepted
employment by the Company, and has agreed to perform and has performed the
services requested by management of the Company during the term hereof. The
services performed by the Consultants have been personally rendered by the
Consultants, and no one acting for or on behalf of the Consultants.
15.2 Sophisticated Investors. Each of the Consultants represents
and warrants that by reason of income, net assets, education background and
business acumen, he/she has the experience and knowledge to evaluate the risks
and merits attendant to an investment in shares of common stock of the
Company, either singly or through the aid and assistance of a competent
professional, and is fully capable of bearing the economic risk of loss of
his/her total investment in the Company.
15.3 Limitation on Services. None of the services rendered or to
be rendered by the Consultants and paid for by the issuance of the Shares or
Renewal Term Shares shall be services related to any "capital raising"
transaction.
15.4 Valid Obligation; No Conflicts. Execution of this Agreement
and performance of services hereunder by each Consultant constitutes valid and
binding obligations of such Consultant and his/her performance hereunder will
not violate any other agreement to which such Consultant is a party.
16. Miscellaneous Provisions.
16.1 Notices. All notices or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as properly given or made if hand delivered, mailed from within
the United States by certified or registered mail, or sent by prepaid telegram
to the applicable addresses appearing in the preamble to this Agreement, or to
such other address as a party may have designated by like notice forwarded to
the other parties hereto. All notices, except notices of change of address,
shall be deemed given when mailed or hand delivered and notices of change of
address shall be deemed given when received.
16.2 Further Assurances. At any time, and from time to time, after
the execution hereof, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to carry
out the intent and purposes of this Agreement.
16.3 Binding Agreement; Non-Assignability. Each of the provisions
and agreements herein contained shall be binding upon and enure to the benefit
of the personal representatives, heirs, devises, successors and permitted
assigns of the respective parties hereto; however, none of the rights or
obligations hereunder attaching to any Consultant may be assigned, without the
express written consent of the Company, and none of the rights or obligations
hereunder attaching to the Company may be assigned, without the express
written consent of each of the Consultants.
16.4 Entire Agreement. This Agreement, and the other documents
referenced herein, constitute the entire understanding of the parties hereto
with respect to the subject matter hereof and supersedes and cancels any prior
agreement, representation or communication, whether oral or written, between
the parties relating to the transactions contemplated herein or subject matter
hereof. No amendment, modification or alteration of the terms hereof shall be
binding unless the same be in writing, dated subsequent to the date hereof and
duly approved and executed by each of the parties hereto.
16.5 Severability. Every provision of this Agreement is intended
to be severable. If any term or provision hereof is illegal or invalid for
any reason whatever, such illegality or invalidity shall not affect the
validity of the remainder of this Agreement.
16.6 Headings. The headings of this Agreement are inserted for
convenience and identification only, and are in no way intended to describe,
interpret, define or limit the scope, extent or intent hereof.
16.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
16.8 Governing Law. This Agreement, and the application or
interpretation hereof, shall be governed exclusively by its terms and by the
laws of the State of Oregon. Venue for all purposes shall be deemed proper
within either: (a) Lake County, Florida; or (b) with respect to any action
relating to the rights or obligations hereunder of Consultant David Wood, the
County of Mecklenburg, North Carolina.
16.9 Arbitration. Any controversy or claim arising out of or
relating to this Agreement, or a breach hereof, shall be settled by
arbitration, in accordance with the rules of the American Arbitration
Association, and the parties hereto agree to submit any such claim or
controversy to a competent arbitration body for resolution.
16.10 Legal Fees and Costs. If any action is initiated by any
party to this Agreement against another, arising out of or relating to the
alleged performance or non-performance of any right or obligation established
herein, or any dispute concerning the same, any and all fees, costs and
expenses reasonably incurred by each successful party or his assigns, or its
legal counsel in investigating, preparing for, prosecuting, defending against,
or providing evidence, producing documents or taking any other action in
respect of, such action shall be the joint and several obligation of and shall
be paid or reimbursed by the unsuccessful party.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement the day and year first written above.
PRODUCTS, SERVICES & TECHNOLOGY CORP.
By: /s/ Mike McLaughlin
------------------------------
Mike McLaughlin, President
EXHIBIT "A"
(Consulting Agreement)
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consulting Agreement
among Products, Services & Technology Corp. and the undersigned Consultant is
executed as of the date set forth below.
CONSULTANT
Date: April 15th, 1997 By: /s/ David Wood
-------------------------
David Wood
Services Performed and to be Performed:
Development, implementation and maintenance of
investor relations and market awareness program, through
the following methods, without limitation: direct mail
information; national financial publications; e-mail and Internet
financial publications; radio and television programs;
newsletters; and regular press releases. Interface with stock-
holders and market-makers. Assist in preparation of Company
informational materials.
EXHIBIT "B"
(Consulting Agreement)
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consulting Agreement
among Products, Services & Technology Corp. and the undersigned Consultant is
executed as of the date set forth below.
CONSULTANT
Date: 4/15/97 By: /s/ Henry Hanson
----------------
Henry Hanson
Services Performed and to be Performed:
General corporate organizational and investor
relations consulting, as requested by the Company.
FIRST ADDENDUM TO
CONSULTING AGREEMENT
Products, Services & Technology Corp, an Oregon corporation ("PST"), and
David Wood, and Henry Hanson (collectively, the "Consultants"), entered into a
Consulting Agreement (the "Agreement") dated as of the 15th day of April,
1996, relating to the Consultants rendering of certain consulting services to
PST as requested by PST, in consideration for the grant by PST to the
Consultants of certain options to purchase common stock of PST pursuant to the
terms and conditions contained in the Agreement. PST and the Consultants
desire to amend certain provisions of the Agreement, to include as a new party
to the Agreement Joe Zachman, a Minnesota resident, with an address of 13353
42nd Street, N.E., St. Michael, Minnesota 55376, and to make other amendments
and modifications to the Agreement as mutually agreed upon by the parties
thereto.
Therefore, in consideration for the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, PST, David Wood, Henry Hanson
and Joe Zachman have entered into this First Addendum to the Agreement (the
"Addendum"), and do hereby agree as follows:
1. Addition of Joe Zachman as Party to the Agreement. The parties
agree that Joe Zachman is hereby added as a party to the Agreement, and will
become subject to all rights and obligations thereunder upon his execution of
this Addendum. Joe Zachman expressly agrees to comply with all duties and
obligations relating to the Consultants under the Agreement, as if he were an
original party thereto.
2. Compensation. In consideration of the services performed and to
be performed by Joe Zachman under the Agreement and this Addendum, PST shall
issue to Joe Zachman 180,000 shares of the PST's common stock, in accordance
with the delivery and registration provisions set forth in Paragraph 4 and 5
of the Agreement.
In the event of any inconsistency between the Agreement and this
Addendum, this Addendum shall control. Except as modified by this Addendum,
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Addendum which shall
be effective as of the 6th day of June, 1997.
Products, Services & Technology Corp.
An Oregon corporation
/s/ Michael McLaughlin
---------------------------------------
Michael McLaughlin, President
/s/ David Wood
---------------------------------------
David Wood
/s/ Henry Hansen
---------------------------------------
Henry Hansen
/s/ Joe Zachman
---------------------------------------
Joe Zachman
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made this 15 day of
October, 1997, by and among Wireless Data Solutions, Inc., a Florida
corporation, and its successors and assigns, whose principle place of business
is located at 1016 Shore Acres Drive, Leesburg, Florida 34784 (the "Company")
and David A. Wood, Jr. D.b.a. ICS Communications, Inc., (the "Consultant"),
whose principle place of business is 4902 Cameron Valley Pkwy, Charlotte, NC
28210. This Agreement shall be considered executed upon the signing of both
parties (the "Company" & the "Consultant").
AGREEMENT
---------
1. Consultant Services. The company acknowledges the employment of
Consultant and the Consultant hereby acknowledges acceptance of such
employment, and will perform the services listed in paragraph #2. These
services performed by the Consultant hereunder will be personally rendered by
the Consultant except those persons normally employed or contracted by the
Consultant in rendering these services.
2. Services to be Performed. Development, implementation and maintenance of
investor relations and market awareness program, through the following
methods, without limitation: direct mail information, national financial
publications, mass e-mail program, financial internet publications, radio and
television programs, newsletter publications, press releases, interface with
stockbrokers and market makers, and assist in preparation of Company
information materials.
3. Compensation. In consideration of the services performed by the
Consultant hereunder, shares of the Company's common stock shall be issued to
the Consultant according to the following schedule:
Name of Consultant Number of Shares
------------------ ----------------
David A. Wood Jr. 150,000 (1st 6 months)
Note: The compensation for last 6 months of this Agreement will be re-
evaluated at the end of the first 6 months segment and presented to the
company for acceptance.
4. Expenses. The Company shall be responsible for printing of business
plans, travel, and out of pocket expenses incurred by the company, and any
budget expenses with prior approval from company not usually performed by
Consultant. The Consultant will be responsible for expenses incurred as
described under item 2. "Services to be performed", and as stated in the
Consultant Agreement between the two parties dated 4/15/97 under item 4.
Regarding SEC forms.
5. Period of Performance. The period of performance under this Agreement
shall be for a term of twelve (12) months from the date hereto. The
compensation for the Consultant will be re-evaluated for the last six (6)
months of this agreement.
6. Contractual Agreement. In performing the services under this Agreement,
the Consultant shall operate as, have status of, an independent contractor.
Limitation on Nature of Services. The services to be performed by the
Consultant and paid for by issuance of shares of common stock of the Company
shall not be for services related to any "capital raising" transaction.
8. Securities Laws. Consultant represents to the Company that he is not a
member of the National Association of Securities Dealers, Inc., but is never
the less knowledgeable about Federal and State securities laws. Consultant
further represents and warrants that he will not violate any applicable
securities law in rendering the services pursuant to this Agreement and will
hold the Company harmless with respect to any breach of this representation.
The Company and the Consultant shall fully comply with any and all federal and
state securities laws, rules and regulations.
9. Company Information and Indemnification. The Consultant acknowledges that
in the course of performance of services under this Agreement, he will have
access to confidential information concerning the Company, its business and
operations. The Consultant agrees not to disclose confidential information to
third parties or use any confidential information for any purpose other than
the performance of this agreement. The Consultant must at all times rely on
the accuracy and completeness of information supplied by the Company, its
officers, directors, agents, and employees. Therefore the Company agrees to
indemnify, hold harmless, and defend the Consultant under this Agreement at
the Company's expense, in any proceeding or suit which may arise out of and/or
due to the inaccuracy or incompleteness of such material supplied by the
Company to the Consultant. Consultant agrees to indemnify, hold harmless, &
defend the company in any proceeding or suit which may arise out of
Consultant's misrepresentation of information or material supplied by the
Company.
10. Corporate Status. The Company acknowledges that it is a duly organized
corporation, validly existing and in good standing under the laws of the State
of Utah.
11. Sophisticated Investors. The consultant represents and warrants that by
reason of income, net assets, education background and business acumen, he has
the experience and knowledge to evaluate the risks and merits attendant to an
investment in shares of common stock in the Company, either singly or through
the aid and assistance of a competent professional, and is fully capable of
bearing the economic risk of loss of his/her total investment in the Company.
The Consultant further represents and warrants that he is familiar with the
provisions of S-8 issued stock and will comply with all applicable law in the
sale of the shares received as compensation under this Agreement.
12. Further Assurances. At any time, and from time to time, after the
execution hereof, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to carry out the
intent and purpose of this Agreement.
13. Entire Agreement. This agreement constitutes the entire Agreement
between Wireless Data Solutions, Inc. ("the Company") and David A. Wood Jr.
(the "Consultant").
COMPANY: Wireless Data Solutions, Inc.
By: /s/ M. B. McLaughlin Date: 9/22/97
--------------------
Title: CEO
CONSULTANT: David A. Wood Jr., D.b.a. ICS Communications, Inc.
By: /s/ David A. Wood Jr. Date: Sept. 22, 1997
---------------------
David A. Wood Jr.
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made this 5th day of
March, 1998, by and between Wireless Data Solutions, Inc., a Utah corporation,
and its successors and assigns, whose principal place of business is located
at 1016 Shores Acres Drive, Leesburg, Florida 34748 (the "Company") and Brian
Blankenburg, an individual with an address of 8066 Lake Ridge Drive
Montgomery, Alabama 36117 (the "Consultant").
R E C I T A L S
WHEREAS, the Company desires to engage the Consultant to provide services
at the request of and subject to the satisfaction of the Company; and
WHEREAS, the Consultant has previously provided certain services at the
request and subject to the approval of the Company; and
WHEREAS, the Company and the Consultant intend that this Agreement shall
be a "written compensation agreement" as defined in Rule 405 of the Securities
and Exchange Commission (the "SEC") pursuant to which the Company may issue
"freely tradeable" shares of its common stock as payment for services rendered
pursuant to an S-8 Registration Statement to be filed with the SEC by the
Company.
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
A G R E E M E N T
1. Consultant Services. The Company hereby engages the Consultant
and the Consultant hereby accepts such engagement and agrees to perform the
services requested by management of the Company, to the Company's satisfaction
during the term hereof. Subject to the terms and conditions of this
Agreement, any and all services performed by the Consultant shall be performed
in accordance with the requests of the management of the Company. The
services performed by the Consultant shall be personally rendered by the
Consultant, except that those persons normally employed by the Consultant in
rendering services to others shall be allowed to perform functions ancillary
to the Consultant's services to be performed hereunder.
2. Compensation. In consideration of services performed by the
Consultant hereunder, the Company shall pay not more than an aggregate of
300,000 shares of the Company's no par value common stock (the "Shares") to
the Consultant. The Shares shall be issued incrementally as and if services
are rendered by the Consultant (in amounts as determined by the Company in its
discretion) over a period beginning on the date hereof and ending 18 months
after the date hereof.
3. Delivery of Shares. Subject to the filing and effectiveness of
the S-8, as provided for and defined in Paragraph 4 of this Agreement, and any
applicable state securities filings covering the Shares, and also subject to
Paragraph 5 of this Agreement, one or more certificates representing the
Shares shall be delivered to the Consultant by the Company in such increments
as the Company shall choose in its sole discretion.
4. Preparation of Securities Registration Forms; Payment of Fees.
Except as provided in Paragraph 5, the parties understand and agree that the
issuance of the Shares shall occur after the filing with the Securities and
Exchange Commission (the "SEC") and effectiveness of all required Registration
Statements and other necessary securities documents, including, without
limitation, a Form S-8 Registration Statement to be filed under the Securities
Exchange Act of 1934, as amended (the "S-8"). Upon execution of this
Agreement, the Company shall take such actions as are reasonably necessary to
effect the preparation and filing of the S-8, including the engagement of the
services of a competent professional or professionals. The Consultant agrees
to pay any registration fee required under the terms of the S-8.
5. Failure to Register Securities; Issuance of Restricted Shares.
If the Shares or Renewal Term Shares (as defined below) are not capable of
registration with the SEC as set forth in Paragraph 4 prior to the expiration
of this Agreement pursuant to Paragraph 11, the parties agree that the Shares
shall be issued to the Consultants as "restricted" shares. In such
circumstance, the transferability of the Shares, and Renewal Term Shares if
applicable, will be restricted under the Securities Act of 1933, as amended
(the "Act"), and applicable state securities laws and regulations, and the
Shares will not be eligible to be sold unless they are subsequently registered
or an exemption from registration is available. If the Shares are issued as
"restricted" shares, certificates representing the Shares will bear
appropriate legends referring to the restrictions on resale and
transferability imposed by the Act and applicable state securities laws and
regulations. If the Shares are issued as "restricted" shares, the Company
shall use its best efforts to prepare and file a registration statement
covering the Shares by the earliest practicable date.
6. Additional Compensation. The Company shall not be obligated to
pay any additional compensation to the Consultant in connection herewith.
7. Expenses. The Company shall initially pay for all ordinary and
necessary out-of-pocket expenses incurred by Consultant on behalf of the
Company prior to delivery of the Shares to the Consultant pursuant to
Paragraph 3 hereof, in connection with the services performed or to be
performed by the Consultant hereunder. The Consultant shall furnish such
receipts or other evidence of payment of such expenses as may be reasonably
requested by the Company to substantiate the same. Following delivery of the
Shares pursuant to Paragraph 3 hereof, the Consultant shall reimburse the
Company for all amounts initially paid by the Company for such ordinary and
necessary out-of-pocket expenses incurred by the Consultant on behalf of the
Company pursuant to this paragraph.
8. Limitation on Nature of Services. None of the services performed
or to be performed by the Consultant and paid for by the issuance of the
Shares are or shall be services related to any "capital raising" transaction.
9. Confidential Information. The Consultant acknowledges that in
the course of performance of services under this Agreement, it has had or will
have access to and has acquired or will acquire Confidential Information (as
hereinafter described) concerning the Company, its business and operations.
The Consultant agrees that he/she will not disclose any Confidential
Information to third parties or use any Confidential Information for any
purpose other than the performance of this Agreement except as disclosure may
be necessary or appropriate in the course of performing this Agreement. For
purposes of this Agreement, the term "Confidential Information" shall include
all information relating to the business of the Company and all processes,
services and other activities engaged in by the Company during the term of
this Agreement; provided, however, that the term "Confidential Information"
shall not include any information which at the time of disclosure to the
Consultant is in the public domain, or which subsequently becomes a part of
the public domain by publication or otherwise through no fault of the
Consultant, or which is subsequently disclosed to the Consultant or its
employees by a third party not in violation of any rights or obligations owed
by such third party to the Company.
10. Indemnification. Each party to this Agreement (hereinafter an
"Indemnifying Party") hereby agrees to indemnify the other party to this
Agreement (hereinafter an "Indemnified Party") for and hold the Indemnified
Party harmless against the following: (a) any and all loss, liability or
damage resulting from any breach or nonfulfillment of any agreement or
obligation of the Indemnifying Party under this Agreement; and (b) any and all
actions, suits, proceedings, damages, assessments, judgments, settlements,
costs and expenses, including reasonable attorneys' fees, incurred by the
Indemnified Party as a result of the failure or refusal of the Indemnifying
Party to defend any claim incident to or otherwise honor the foregoing
provisions after having been given notice of and an opportunity to do so.
If any claim or liability shall be asserted against an Indemnified Party
which would give rise to a claim by the Indemnified Party against an
Indemnifying Party for indemnification under the provisions of this
Paragraph 10, the Indemnified Party shall promptly notify the Indemnifying
Party in writing of the same and, subject to the prior approval of the
Indemnified Party, which approval shall not be unreasonably withheld, the
Indemnifying Party shall be entitled at its own expense to compromise or
defend any such claim. The Indemnifying Party shall keep the Indemnified
Party informed of developments with respect to such claim, including any
litigation, and the Indemnified Party shall not compromise or settle any
action, claim, demand or litigation without the prior written consent of the
Indemnifying Party, in breach of which the Indemnified Party shall have no
right to indemnification under this Agreement in respect of such compromise or
settlement.
11. Term; Expiration. The "Effective Date" of this Agreement is the
date of execution hereof. This Agreement shall remain in effect until
expiration as hereinafter provided. This Agreement shall expire on the date
that is six (6) months after the Effective Date. Notwithstanding the
foregoing, expiration of this Agreement pursuant to this Paragraph shall not
alter or excuse the parties' obligations under Paragraphs 3, 4 or 10 of this
Agreement.
12. Independent Contractors. The Company and the Consultant agrees
that the Consultant is an independent contractor for all services performed
and to be performed under the terms and conditions of this Agreement and shall
not be deemed to be the Company's agent for any purpose whatsoever and are not
granted any right or authority under this Agreement to assume or create any
obligation or liability, whether express or implied, absolute or contingent,
on the Company's behalf, or to bind the Company in any manner. The Consultant
shall be liable for any FICA taxes, withholding or other similar taxes or
charges arising from the issuance of any Shares of the Company's common stock
to the Consultant or any other compensation received hereunder, and the
Consultant shall indemnify and hold harmless the Company therefrom; it is
understood by the parties that the value of all such items has been taken into
account by the parties in determining the amount of compensation for services
rendered by the Consultant hereunder.
13. Representation and Warranties of Consultants. The Consultant
individually represents and warrants to, and covenants with, the Company as
follows:
13.1 Personal Nature of Services. The services performed by
the Consultant have been personally rendered by the Consultant, and no one
acting for or on behalf of the Consultant.
13.2 Sophisticated Investors. The Consultant represents and
warrants that by reason of income, net assets, education background and
business acumen, he has the experience and knowledge to evaluate the risks and
merits attendant to an investment in the Shares, either singly or through the
aid and assistance of a competent professional, and is fully capable of
bearing the economic risk of loss of his/her total investment in the Company.
13.3 Limitation on Service. None of the services rendered or
to be rendered by the Consultants and paid for by the issuance of the Shares
shall be services related to any "capital raising" transaction.
13.4 Valid Obligation; No Conflicts. Execution of this
Agreement and performance of services hereunder by the Consultant constitutes
a valid and binding obligation of the Consultant and his performance hereunder
will not violate any other agreement to which such Consultant is a party.
14. Miscellaneous Provisions.
14.1 Notices. All notices or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as properly given or made if hand delivered, mailed from within
the United States by certified or registered mail, or sent by prepaid telegram
to the applicable addresses appearing in the preamble to this Agreement, or to
such other address as a party may have designated by like notice forwarded to
the other parties hereto. All notices, except notices of change of address,
shall be deemed given when mailed or hand delivered and notices of change of
address shall be deemed given when received.
14.2 Further Assurances. At any time, and from time to time,
after the execution hereof, each party will execute such additional
instruments and take such action as may be reasonably requested by the other
party to carry out the intent and purposes of this Agreement.
14.3 Binding Agreement; Non-Assignability. Each of the
provisions and agreements herein contained shall be binding upon and inure to
the benefit of the personal representatives, heirs, devises, successors and
permitted assigns of the respective parties hereto; however, none of the
rights or obligations hereunder attaching to the Consultant may be assigned,
without the express written consent of the Company.
14.4 Entire Agreement. This Agreement, and the other documents
referenced herein, constitute the entire understanding of the parties hereto
with respect to the subject matter hereof and supersedes and cancels any prior
agreement, representation or communication, whether oral or written, between
the parties relating to the transactions contemplated herein or subject matter
hereof. No amendment, modification or alteration of the terms hereof shall be
binding unless the same be in writing, dated subsequent to the date hereof and
duly approved and executed by each of the parties hereto.
14.5 Severability. Every provision of this Agreement is
intended to be severable. If any term or provision hereof is illegal or
invalid for any reason whatever, such illegality or invalidity shall not
affect the validity of the remainder of this Agreement.
14.6 Headings. The headings of this Agreement are inserted for
convenience and identification only, and are in no way intended to describe,
interpret, define or limit the scope, extent or intent hereof.
14.7 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
14.8 Governing Law. This Agreement, and the application or
interpretation hereof, shall be governed exclusively by its terms and by the
laws of the State of Utah. Venue for any action hereunder shall be the State
of Florida.
14.9 Arbitration. Any controversy or claim arising out of or
relating to this Agreement, or a breach hereof, shall be settled by
arbitration, in accordance with the rules of the American Arbitration
Association, and the parties hereto agree to submit any such claim or
controversy to a competent arbitration body for resolution.
14.10 Legal Fees and Costs. If any action is initiated by any
party to this Agreement against another, arising out of or relating to the
alleged performance or non-performance of any right or obligation established
herein, or any dispute concerning the same, any and all fees, costs and
expenses reasonably incurred by each successful party or his assigns, or its
legal counsel in investigating, preparing for, prosecuting, defending against,
or providing evidence, producing documents or taking any other action in
respect of, such action shall be the joint and several obligation of and shall
be paid or reimbursed by the unsuccessful party.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement the day and year first written above.
WIRELESS DATA SOLUTIONS, INC.
By: /s/ Mike McLaughlin
---------------------
Mike McLaughlin, President
BRIAN BLANKENBURG
/s/ Brian Blankenburg
-----------------------
Holland & Hart LLP
ATTORNEYS AT LAW
SUITE 500
215 SOUTH STATE STREET
SALT LAKE CITY, UTAH 84111-2346
DENVER * ASPEN TELEPHONE (801) 595-7800
BOULDER * COLORADO SPRINGS FACSIMILE (801) 364-9124
DENVER TECH CENTER
BILLINGS * BOISE
CHEYENNE * JACKSON HOLE
SALT LAKE CITY
March 4, 1998
Wireless Data Solutions, Inc.
1016 Shores Acres Drive
Leesburg, Florida 34748
Ladies and Gentlemen:
We have acted as counsel to Wireless Data Solutions, Inc., a Utah
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 (the "Act") of 750,000 shares of the Company's common
stock, no par value (the "Shares"), to be offered upon the terms and subject
to the conditions set forth in a Consulting Agreement among the Company, David
Wood, Henry Hanson and Joe Zachman dated as of April 15, 1997, as amended, a
Consulting Agreement between the Company and David Wood dated as of October
15, 1997 and a Consulting Agreement between the Company and Brian Blankenburg
dated as of March 4, 1998 (collectively, the "Consulting Agreements").
In connection therewith, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Certificate of
Incorporation of the Company, the Bylaws of the Company, the Consulting
Agreements, records of relevant corporate proceedings with respect to the
offering of the Shares and such other documents, instruments and corporate
proceedings with respect to the offering of the Shares and such other
documents, instruments and corporate records as we have deemed necessary or
appropriate for the expression of the opinion contained herein. We have also
reviewed the Company's Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission on March
5, 1998 with respect to the Shares.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the
conformity to original documents of all records, certificates and other
instruments submitted to us as copies, the authenticity and completeness of
the originals of those records, certificates and other instruments submitted
to us as copies and the correctness of all statements of fact contained in all
records, certificates and other instruments that we have examined.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued in accordance with the terms of the
Consulting Agreements, upon the performance of all services to be rendered in
consideration therefor, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is based solely upon and is limited to the
provisions of the Utah Revised Business Corporation Act and the federal laws
of the United States of America, to the extent applicable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Holland & Hart LLP
James J. Harned
Certified Public Accountant
1316 Christopher Court
Bel Air, Maryland 21014
Bus.: (410) 838-5948 Fax: (410) 838-1843
Consent of Independent Auditor
I consent to the reference to my firm as expert in Part II, Item 3 of the
Registration Statement (Form S-8) pertaining to Wireless Data Solutions, Inc.
Consulting Agreement, and to the incorporation by reference therein of my
report with respect to the financial statements of Wireless Data Solutions,
Inc. incorporated by reference to its Annual Report (Form 10SB), filed with
the Securities and Exchange Commission.
James J. Harned
C.P.A.
Bel Air, Maryland
February 27, 1998
