File No. [33-__________]
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PAN INTERNATIONAL GAMING, INC.
(Exact name of registrant as specified in its charter)
NEVADA 91-1942841
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
19239 Aurora Avenue North
Shoreline, WA 98133-3930
(Address of principal executive office, including zip code)
VARIOUS EMPLOYMENT AND CONSULTANT CONTRACTS
(Full Title of the Plan)
Jerry Cornwell, President
PAN INTERNATIONAL GAMING, INC.
19239 Aurora Avenue North
Shoreline, WA 98133-3930
(206) 546-9660
(Name, address, including zip code, telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE*
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SECURITY PRICE FEE
===============================================================================================
<S> <C> <C> <C> <C>
Common Stock, Par Value $0.001 500,000 Shares $1.00 $500,000 $132
- -----------------------------------------------------------------------------------------------
</TABLE>
* Computed in accordance with Rule 457 under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee and based on
the average of the bid and asked prices reported by the national quotation
bureau for over-the-counter trading for April 15, 2000
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Not required to be filed.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by PAN International Gaming, Inc. (the
Company) with the Securities and Exchange Commission (the Commission) are
incorporated by reference in this Registration Statement.
1. The description of the Company's Class A Common Voting Equity Stock
("Common") on Form 8-A filed on February 3, 1994, as amended and
updated.
2. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999.
In addition, all documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), prior to the filing of a post-effective amendment that indicates
that all securities offered hereby have been sold or that deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing such documents.
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 78.751 of the Nevada Revised Statutes provides that a corporation
may indemnify any person made a party or threatened to be made a party to any
type of proceeding (other than certain actions by or
<PAGE>
in right of the corporation) because he or she is or was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such proceeding if such person 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; or in a criminal proceeding, if he or
she had no reasonable cause to believe his or her conduct was unlawful. Expenses
incurred by an officer or director (or other employee or agents as deemed
appropriate by the board of directors) in defending civil or criminal
proceedings may be paid by the corporation in advance of the final disposition
of such proceeding upon receipt of an undertaking by or on behalf of such person
to repay such amount if it is ultimately determined that such person is not
entitled to be indemnified by the corporation. To indemnify a party, the
corporation must determine that the party met the applicable standards of
conduct.
The Company's articles and bylaws permit indemnification of all officers,
directors, employees and agents in this manner. The articles also provide that
the expenses of officers and directors incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by the corporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits:
See Exhibit Index
Item 9. Undertakings.
(1) 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:
(1) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(2) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
<PAGE>
(3) 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.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 this offer.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Act and
is, therefore, unenforceable. In the event that 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
Act and will be governed by the final adjudication of such issue.
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes the agent for
service named in the registration statement as attorney-in-fact, to sign on his
behalf individually and in each capacity stated below and file all amendments
and post effective amendments to the registration statement, and the Company
hereby confers like authority to sign and file on its behalf.
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 Shoreline, Washington, on April 21, 2000.
PAN International Gaming, Inc.
/s/ Jerry Cornwell
----------------------------------------
by Jerry Cornwell
President, Chief Executive Officer,
Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on April 21, 2000.
/s/ Jerry Cornwell
- -----------------------------------
Jerry Cornwell
President, Chief Executive Officer,
Director
/s/ Clifford M. Johnston
- -----------------------------------
Clifford M. Johnston
Vice President, Chief Financial Officer,
Director
/s/ Kenneth A. Burns
- -----------------------------------
Kenneth A. Burns
Secretary/Treasurer, Director
<PAGE>
Exhibit Index
Exhibit
No. Description
4.1 Articles of Incorporation of PAN International Gaming, Inc. *
4.2 Bylaws of PAN International Gaming, Inc. *
5. Opinion of Raice Paykin Krieg & Schrader as to the validity of the
original issuance of the securities being registered. *
23.1 Consent of William L. Butcher. *
23.2 Consent of Raice Paykin Krieg & Schrader (included in Exhibit 5).
24. Powers of Attorney (included as part of signature page).
99.1 Employment Agreement dated April 15 between the Company and Clifford M.
Johnston, under which 100,000 common shares can be issued for services
rendered. *
99.2 Employment Agreement dated April 15, 2000 between the Company and Brad
Cohen, under which 20,000 common shares can be issued for services
rendered. *
99.3 Consulting Agreement dated April 15, 2000 between the Company and Naomi
Hope, under which 75,000 common shares can be issued for services
rendered. *
99.4 Employment Agreement dated April 15, 2000 between the Company and Tony
Zitko, under which 55,000 common shares can be issued for services
rendered.*
99.5 Employment Agreement dated April 15, 2000 between the Company and John
Young, under which 50,000 common shares can be issued for services
rendered.*
99.6 Employment Agreement dated April 15, 2000 between the Company and Judy
Morton Johnston under which 25,000 common shares can be issued for
services rendered.*
99.7 Employment Agreement dated April 15, 2000 between the Company and Jerry
Cornwell, under which 125,000 common shares can be issued for services
rendered.*
99.8 Consulting Agreement dated April 15, 2000 between the Company and
Constance Swedberg, under which 50,000 common shares can be issued for
services rendered.*
* Filed Herewith.
Exhibit 4.1
Articles of Incorporation
(PURSUANT TO NRS 78)
1. NAME OF CORPORATION: PAN International Gaming Inc.
2. RESIDENT AGENT: (designated resident agent and his STREET ADDRESSES in Nevada
where process can be served) Name of Resident Agent: The Corporation Trust
Company of Nevada Street Address: 1 East First Street, Reno, Nevada 89501
3. SHARES: (number of shares the corporation is authorized to issue) Number of
shares with our value: 50,000,000 Par Value .001 Number of shares without par
value: 0
4. GOVERNING BOARD: Shall be styled as (check one): x Directors Trustees The
FIRST BOARD OF DIRECTORS shall consist of 2 members and the names and addresses
are as follows (attach additional pages if necessary): See 1 in Addendum
5. PURPOSE (optional - see reverse side): The purpose of the corporation shall
be:
6. OTHER MATTERS: This form includes the minimal statutory requirements to
incorporate under NRS 78. You may attach additional information pursuant to NRS
78.037 or any other information you deem appropriate. If any of the additional
information is contradictory to this form it cannot be filed and will be
returned to you for correction. Number of pages attached 1.
SIGNATURE OF INCORPORATORS: the names and addresses of each of the Incorporators
signing the articles: (signature must be notarized) (Attach additional pages if
there are more than two incorporators.)
S. Johnson
520 Pika Street, Suite 2610
Seattle WA 98101
/s/ S Johnson
State of Washington County of King
This instrument was acknowledged before me on Oct. 28, 1998 by S. Johnson as
incorporator of PAN International Gaming Inc.
[illegible]
Notary Public Signature
D. McPhearson
520 Pika Street, Suite 2610
Seattle WA 98101
/s/ D. McPhearson
State of Washington County of King
This instrument was acknowledged before me on October 28, 1998 by D. McPhearson
as incorporator of PAN International Gaming Inc.
[illegible]
Notary Public Signature
8. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
The Corporation Trust Company of Nevada hereby accepts appointment as Resident
Agent of the above named corporation.
/s/ [illegible]
Signature of Resident Agent
October 28, 1998
<PAGE>
Addendum
1. Name: Jerry Cornwell
Address: 14424 SE 78th Way
City: Newcastle
State: WA
Zip: 98059
Name: Kenneth A. Burns, Esq.
Address: 3320 Whiskey. Sierra Avenue, Ste. 380
City: Las Vegas
State: NV
Zip: 89102
Exhibit 4.2
BYLAWS
OF
-------------------
ARTICLE I-OFFICES
The registered office of the Corporation in the State of Nevada shall be located
in the City and State designated in the Articles of Incorporation. The
Corporation may also maintain offices at such other places within or without the
State of Nevada as the Board of Directors may from time to time determine.
ARTICLE II-MEETING OF SHAREHOLDERS
Section 1-Annual Meetings: (Chapter 78.310)
The annual meeting of shareholders of the Corporation shall be held at the time
fixed from time to time by the Directors.
Section 2-Special Meetings: (Chapter 78.310)
Special meetings of the shareholders may be called by the Board of Directors or
such person or persons authorized by the Board of Directors and shall be held
within or without the State of Nevada.
Section 3-Places of Meetings (Chapter 78.310)
Meetings of shareholders shall be held that the registered office of the
Corporation, or at such other places, within or without the State of Nevada as
the Directors may from time to time fix. If no designation is made, the meeting
shall be held at the Corporation's registered office in the state of Nevada.
Section 4 - Notice of Meetings: (Section 78.370)
(a) Written or printed notice of each meeting of shareholders, whether annual or
special, signed by the president, vice president or secretary, stating the time
when and place where it is to be held, as well as the purpose or purposes for
which the meeting is called, shall be served either personally or by mail, by or
at the direction of the president, secretary or the officer or the person
calling the meeting, not less than ten nor more than sixty days before the date
of the meeting, unless the lapse of the prescribed time shall have been waived
before or after the taking of such action, upon each shareholder of record
entitled to vote at such meeting, and to any other shareholder to whon the
giving of notice may be required by law. If mailed, such notice may be deemed to
be given when deposited in the United States mail, addressed to the shareholder
as it appears on the share transfer records of the Corporation or to the current
address, which a shareholder has delivered to the Corporation in a written
notice.
<PAGE>
(b) Further notice to a shareholder is not required when notice of two
consecutive annual meetings, and all notices of meetings or of the taking of
action by written consent without a meeting to him or her during the period
between those two consecutive annual meetings; or all, and at least two payments
sent by first-class mail of dividends or interest on securities during a
12-month period have been mailed addressed to him or her at his or her address
as shown on the records of the Corporation and have been returned undeliverable.
Section 5- Quorum: (Section 78.320)
(a) Except as otherwise provided herein, or by law, or in the Articles of
Incorporation (such Articles and any amendments thereof being hereinafter
collectively referred to as the "Articles of Incorporation"), a quorum shall be
present at all meetings of shareholders of the Corporation, if the holders of a
majority of the shares entitled to vote on that matter are represented at the
meeting in person or by proxy.
(b) The subsequent withdrawal of any shareholder from the meeting, after the
commencement of a meeting, or the refusal of any shareholder represented in
person or by proxy to vote, shall have no effect on the existence of a quorum.
after a quorum has been established at such meeting.
(c) Despite the absence of a quorum at any meeting of shareholders, the
shareholders present may adjourn the meeting.
Section 6 - Voting and Acting: (Section 78.320 & 78.350)
(a) Except as otherwise provided by law, the Articles of Incorporation, and
these Bylaws, any corporate action, the affirmative vote of the majority of
shares entitled to vote on that matter and represented either in person or by
proxy at a meeting of shareholders at which a quorum is present, shall be the
act of the shareholders of the Corporation.
(b) Except as otherwise provided by statute, the Certificate of Incorporation,
or these bylaws, at each meeting of shareholders, each shareholder of the
Corporation entitled to vote thereat, shall be entitled to one vote for each
share registered in his name on the books of the Corporation.
(c) Where appropriate communication facilities are reasonably available, any or
all shareholders shall have the right to participate in any shareholders'
meeting by means of conference telephone or any means of communications by which
all persons participating in the meeting are able to hear each other.
Section 7 - Proxies: (Section 78.355)
Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so either in person or by proxy, so long as such proxy is
executed in writing by the shareholder himself, his authorized officer,
director, employee or agent or by causing the signature of the stockholder to be
affixed to the writing by any reasonable means, including, but not limited to, a
facsimile signature, or by his attorney-in-fact thereunto duly authorized in
writing. Every proxy shall be revocable at will unless the proxy conspicuously
states that it is irrevocable and the proxy is coupled with an interest. A
telegram, telex, cablegram, or similar transmission by the shareholder, or a
photographic, photostatic, facsimile, shall be treated as a valid proxy, and
treated as a substitution of the original proxy, so long as such transmission is
a complete reproduction executed by the shareholder. If it is determined that
the telegram, cablegram or other electronic transmission is valid, the persons
appointed by the Corporation to count the votes of shareholders and determine
the validity of proxies and ballots or other persons making
<PAGE>
those determinations must specify the information upon which they relied. No
proxy shall be valid after the expiration of six months from the date of its
execution, unless otherwise provided in the proxy. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed with the records of
the Corporation. If any shareholder designates two or more persons to act as
proxies, a majority of those persons present at the meeting, or, if one is
present, then that one has and may exercise all of the powers conferred by the
shareholder upon all of the persons so designated unless the shareholder
provides otherwise.
Section 8 - Action Without a Meeting: (Section 78.320)
Unless otherwise provided for in the Articles of Incorporation of the
Corporation, any action to be taken at any annual or special shareholders'
meeting, may be taken without a meeting, without prior notice and without a vote
if written consents are signed by a majority of the shareholders of the
Corporation, except however if a different proportion of voting power is
required by law, the Articles of Incorporation or these Bylaws, than that
proportion of written consents is required. Such written consents must be filed
with the minutes of the proceedings of the shareholders of the Corporation.
ARTICLE III - BOARD OF DIRECTORS
Section 1 - Number- Term Election and Qualifications: (Section 78.115, 78.330)
(a) The first Board of Directors and all subsequent Boards of the Corporation
shall consist of ( ), not less than 1 nor more than 9, unless and until
otherwise determined by vote of a majority of the entire Board of Directors. The
Board of Directors or shareholders shall have the power, in the interim between
annual and special meetings of the shareholders, to increase or decrease the
number of Directors of the Corporation. A Director need not be a shareholder of
the Corporation unless the Certificate of Incorporation of the Corporation or
these Bylaws so require.
(b) Except as may otherwise be provided herein or in the Articles of
Incorporation, the members of the Board of Directors of the Corporation shall be
elected at the first annual shareholders' meeting and at each annual meeting
thereafter, unless their terms are staggered in the Articles of Incorporation of
the Corporation or these Bylaws, by a plurality of the votes cast at a meeting
of shareholders, by the holders of shares entitled to vote in the election.
(c) The first Board of Directors shall hold office until the first annual
meeting of shareholders and until their successors have been duly elected and
qualified or until there is a decrease in the number of Directors. Thereafter,
Directors will be elected at the annual meeting of shareholders and shall hold
office until the annual meeting of the shareholders next succeeding his
election, unless their terms are staggered in the Articles of Incorporation of
the Corporation (so long as at least one - fourth in number of the Directors of
the Corporation are elected at each annual shareholders' meeting) or these
Bylaws, or until his prior death, resignation or removal. Any Director may
resign at any time upon written notice of such resignation to the Corporation.
(d) All Directors of the Corporation shall have equal voting power unless the
Articles of Incorporation of the Corporation provide that the voting power of
individual Directors or classes of Directors are greater than or less than that
of any other individual Directors or classes of Directors, and the different
voting powers may be stated in the Articles of Incorporation or may be dependent
upon any fact or event that may be ascertained outside the Articles of
Incorporation if the manner in which the fact or event may operate on those
voting powers is stated in the Articles of Incorporation. If the Articles of
Incorporation provide that any Directors have voting
<PAGE>
power greater than or less than other Directors of the Corporation, every
reference in these Bylaws to a majority or other proportion of Directors shall
be deemed to refer to majority or other proportion of the voting power of all
the Directors or classes of Directors, as may be required by the Articles of
Incorporation
Section 2 - Duties and Powers: (Section 78.120)
The Board of Directors shall be responsible for the control and management of
the business and affairs, property and interests of the Corporation, and may
exercise all powers of the Corporation, except such as those stated under Nevada
state law, are in the Articles of Incorporation or by these Bylaws, expressly
conferred upon or reserved to the shareholders or any other person or persons
named therein.
Section 3 - Regular Meetings - Notice: (Section 78.310)
(a) A regular meeting of the Board of Directors shall be held either within or
without the State of Nevada at such time and at such place as the Board shall
fix.
(b) No notice shall be required of any regular meeting of the Board of Directors
and, if given, need not specify the purpose of the meeting; provided, however,
that in case the Board of Directors shall fix or change the time or place of any
regular meeting when such time and place was fixed before such change, notice of
such action shall be given to each director who shall not have been present at
the meeting at which such action was taken within the time limited, and in the
manner set forth in these Bylaws with respect to special meetings, unless such
notice shall be waived in the manner set forth in these Bylaws.
Section 4 - Special Meetings- Notice: (Section 78.310)
(a) Special meetings of the Board of Directors shall be held at such time and
place as may be specified in the respective notices or waivers of notice
thereof.
(b) Except as otherwise required statute, written notice of special meetings
shall be mailed directly to each Director, addressed to him at his residence or
usual place of business, or delivered orally, with sufficient time for the
convenient assembly of Directors thereat, or shall be sent to him at such place
by telegram, radio or cable, or shall be delivered to him personally or given to
him orally, not later than the day before the day on which the meeting is to be
held. If mailed, the notice of any special meeting shall be deemed to be
delivered on the second day after it is deposited in the United States mails, so
addressed, with postage prepaid. If notice is given by telegram, it shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
A notice, or waiver of notice, except as required by these Bylaws, need not
specify the business to be transacted at or the purpose or purposes of the
meeting
(c) Notice of any special meeting shall not be required to be given to any
Director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
Section 5 - Chairperson:
The Chairperson of the Board, if any and if present, shall preside at all
meetings of the Board of Directors. If there shall be no Chairperson, or he or
she shall be absent, then the President shall preside, and in his absence, any
other director chosen by the Board of Directors shall preside.
<PAGE>
Section 6 - Quorum and Adjournments: (Section 78.315)
(a) At all meetings of the Board of Directors, or any committee thereof, the
presence of a majority of the entire Board or such committee thereof, shall
constitute a quorum for the transaction of business, except as otherwise
provided by law, by the Certificate of incorporation, or these Bylaws.
(b) A majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, whether or not a quorum exists. Notice of such adjourned
meeting shall be given to Directors not present at time of the adjournment and,
unless the time and place of the adjourned meeting are announced at the time of
the adjournment. to the other Directors who were present at the adjourned
meeting.
Section 7 - Manner of Acting: (Section 78.315)
(a) At all meetings of the Board of Directors, each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold
(b) Except as otherwise provided by law, by the Articles of Incorporation, or
these bylaws, action approved by a majority of the votes of the Directors
present at any meeting of the Board or any committee thereof, at which a quorum
is present shall be the act of the Board of Directors or any committee thereof.
(c) Any action authorized in writing; made prior or subsequent to such action,
by all of the Directors entitled to vote thereon and filed with the minutes of
the Corporation shall be the act of the Board of Directors, or any committee
thereof, and have the same force and effect as if the same had been passed by
unanimous vote at a duly called meeting; of the Board or committee for all
purposes.
(c) Where appropriate communications facilities are reasonably available, any or
all directors shall have the right to participate in any Board of Directors
meeting, or a committee of the Board of Directors meeting, by means of
conference telephone or any means of communications by which all persons
participating in the meeting are able to hear each other.
Section 8 - Vacancies: (Section 78.335)
(a) Unless otherwise provided for by the Articles of Incorporation of the
Corporation, any vacancy in the Board of Directors occurring by reason of an
increase in the number of directors, or by reason of the death, resignation,
disqualification, removal or inability to act of any director, or other cause,
shall be filled by an affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board or by a sole remaining Director, at any
regular meeting or special meeting of the board of Directors called for that
purpose except whenever the shareholders of any class or classes or series
thereof are entitled to elect one or more Directors by the Certificate of
Incorporation of the Corporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of the Directors
elected by such class or classes or series thereof then in office, or by a sole
remaining Director so elected.
(b) Unless otherwise provided for by law, the Articles of Incorporation or these
Bylaws, when one or more Directors shall resign from the board and such
resignation is effective at a future date, a majority of the directors, then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote otherwise to take effect when such resignation or
resignations shall become effective.
<PAGE>
Section 9 - Resignation: (Section 75.335)
A Director may resign at any time by giving written notice of such resignation
to the Corporation.
Section 10 - Removal: (Section 78.335)
Unless otherwise provided for by the Articles of Incorporation; one or more or
all the Directors of the Corporation may be removed with or without cause at any
time by a vote of two-thirds of the shareholders entitled to vote thereon, at a
special meeting of the shareholders called for that purpose, unless the Articles
of Incorporation provide that Directors may only be removed for cause, provided
however, such Director shall not be removed if the Corporation states in its
Articles of Incorporation that its Directors shall be elected by cumulative
voting and there are a sufficient number of shares cast against his or her
removal, which if cumulatively voted at an election of Directors would be
sufficient to elect him or her. If a Director was elected by a voting group of
shareholders, only the shareholders of that voting group may participate in the
vote to remove that Director.
Section 11 - Compensation: (Section 78.140)
The Board of Directors may authorize and establish reasonable compensation of
the Directors for services to the Corporation as Directors, including, but not
limited to attendance at any annual or special meeting of the Board.
Section 12 -Committees: (Section 78.125)
Unless otherwise provided for by the Articles of Incorporation of the
Corporation, the Board of Directors, may from time to time designate from among
its members one or more committees and alternate members thereof, as they deem
desirable, each consisting of one or more members, with such powers and
authority (to the extent permitted by law and these Bylaws) as may be provided
in such resolution. Unless the Articles of Incorporation or Bylaws state
otherwise, the Board of Directors may appoint natural persons who are not
Directors to serve on such committees authorized herein. Each such committee
shall serve at the pleasure of the Board and, unless otherwise stated by law,
the Certificate of Incorporation of the Corporation or these Bylaws, shall be
governed by the rules and regulations stated herein regarding the Board of
Directors
ARTICLE IV - OFFICERS
Section 1 - Number, Qualifications Election and Term of Office: (Section 78.130)
(a) The Corporation's officers shall have such titles and duties as shall be
stated in these Bylaws or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws. The officers of the Corporation shall consist of
a president. secretary and treasurer, and also may have one or more vice
presidents, assistant secretaries and assistant treasurers and such other
officers as the Board of Directors may from time to time deem advisable. Any
officer may hold two or more offices in the Corporation.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
duly elected and qualified,
<PAGE>
subject to earlier termination by his or her death, resignation or removal.
Section 2 - Resignation
Any officer may resign at any time by giving written notice of such resignation
to the Corporation.
Section 3 - Removal
Any officer elected by the Board of Directors may be removed, either with or
without cause, and a successor elected by the Board at any time, and any officer
or assistant officer, if appointed by another officer, may likewise be removed
by such officer.
Section 4 - Vacancies
(a) A vacancy, however caused, occurring in the Board and any newly created
Directorships resulting from an increase in the authorized number of Directors
may be filled by the Board of Directors.
Section 5 - Bonds:
The Corporation may require any or all of its officers or Agents to post a bond,
or otherwise, to the Corporation for the faithful performance of their positions
or duties.
Section 6 - Compensation:
The compensation of the officers of the Corporation shall be fixed from time to
time by the Board of Directors.
ARTICLE V -SHARES OF STOCK
Section 1 - Certificate of Stock: (Section 78.235)
(a) The shares of the Corporation shall be represented by certificates or shall
be uncertificated shares.
(b) Certificated shares of the Corporation shall be signed, (either manually or
by facsimile), by officers. or agents designated by the Corporation for such
purposes, and shall certify the number of shares owned by him in the
Corporation. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents, the transfer agent or
transfer clerk or the registrar of the Corporation may be printed or
lithographed upon the certificate in lieu of the actual signatures. If the
Corporation uses facsimile signatures of its officers and agents on its stock
certificates, it cannot act as registrar of its own stock, but its transfer
agent and registrar may be identical if the institution acting in those dual
capacities countersigns or otherwise authenticates any stock certificates in
both capacities. If any officer who has signed or whose facsimile signature has
been placed upon such certificate, shall have ceased to be such officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of its issue.
(c) If the Corporation issues uncertificated shares as provided for in these
Bylaws, within a reasonable time after the issuance or transfer of such
uncertificated shares, and at least annually thereafter, the Corporation shall
send the shareholder a written statement certifying the number of shares owned
by such shareholder in the Corporation.
(d) Except as otherwise provided by law, the rights and obligations of the
holders of
<PAGE>
uncertificated shares and the rights and obligations of the holders of
certificates representing shares of the same class and series shall be
identical.
Section 2 - Lost or Destroyed Certificates: (Section 104.8405)
The Board of Directors may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed if the owner:
(a) so requests before the Corporation has notice that the shares have been
acquired by a bona fide purchaser;
(b) files with the Corporation a sufficient indemnity bond; and
(c) satisfies such other requirements, including evidence of such loss, theft or
destruction, as may be imposed by the Corporation.
Section 3 - Transfers of Shares: (Section 104.8401, 104.8406 & 104.8416)
(a) Transfers or registration of transfers of shares of the Corporation shall be
made on the stock transfer books of the Corporation by the registered holder
thereof, or by his attorney duly authorized by a written power of attorney; and
in the case of shares represented by certificates, only after the surrender to
the Corporation of the certificates representing such shares with such shares
properly endorsed, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may reasonably
require, and the payment of all stock transfer taxes due thereon
(b) The Corporation shall be entitled to treat the holder of record of any share
or shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.
Section 4 - Record Date: (Section 78.215 & 78.350)
(a) The Board of Directors may fix, in advance, which shall not be more than
sixty days before the meeting or action requiring a determination of
shareholders, as the record date for the determination of shareholders entitled
to receive notice of, or to vote at, any meeting of shareholders, or to consent
to any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividends, or allotment of any
rights, or for the purpose of any other action. If no record date is fixed, the
record date for shareholders entitled to notice of meeting shall be at the close
of business on the day preceding the day on which notice is given, or, if no
notice is given, the day on which the meeting is held, or if notice is waived,
at the close of business on the day before the day on which the meeting is held
(b) The Board of Directors may fix a record date, which shall not precede the
date upon which the resolution fixing the record date is adopted for
shareholders entitled to receive payment of any dividend or other distribution
or allotment of any rights of shareholders entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action.
(c) A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record
<PAGE>
date for the adjourned meeting.
Section 5- Fractions of Shares/Scrip: (Section 78.205)
The Board of Directors may authorize the issuance of certificates or payment of
money for fractions of a share, either represented by a certificate or
uncertificated, which shall entitle the holder to exercise voting rights,
receive dividends and participate in any assets of the Corporation in the event
of liquidation, in proportion to the fractional holdings; or it may authorize
the payment in case of the fair value of fractions of a share as of the time
when those entitled to receive such fractions are determined; or it may
authorize the issuance, subject to such conditions as may be permitted by law,
of scrip in registered or bearer form over the manual or facsimile signature of
an officer or agent of the Corporation or its agent for that purpose,
exchangeable as therein provided for full shares, but such scrip shall not
entitle the holder to any rights of shareholder, except as therein provided. The
scrip may contain any provisions or conditions that the Corporation deems
advisable If a scrip ceases to be exchangeable for full share certificates, the
shares that would otherwise have been issuable as provided on the scrip are
deemed to be treasury shares unless the scrip contains other provisions for
their disposition.
ARTICLE VI - DIVIDENDS: (Section 78.215 & 78.288)
(a) Dividends may be declared and paid out of any fiends available therefor, as
often, in such amounts, and at such time or times as the Board of Directors may
determine and shares may be issued pro rata and without consideration to the
Corporation's shareholders or to the shareholders of one or more classes or
series.
(h) Shares of one class or series may not be issued as a share dividend to
shareholders of another class or series unless
(i) so authorized by the Articles of Incorporation;
(ii) a majority of the shareholders of the class or series to be issued
approve the issue; or
(iii) there are no outstanding shares of the class or series of shares
that are authorized to be issued.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall he subject to
change by the Board of Directors from time to time, subject to applicable law
ARTICLE VIII - CORPORATE SEAL (Section 78.065)
The corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors The use of a seal or stamp
by the Corporation on corporate documents is not necessary and the lack thereof
shall not in any way affect the legality of a corporate document.
ARTICLE IX - AMENDMENTS
Section 1 - By Shareholders:
All Bylaws of the Corporation shall be subject to alteration or repeal, and new
Bylaws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of Directors even though these Bylaws may also be
altered, amended or repealed by the Board of Directors.
<PAGE>
Section 2 - By Directors: (Section 78.120)
The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, Bylaws of the Corporation.
ARTICLE X - WAIVER OF NOTICE: (Section 78.375)
Whenever any notice is required to be given by law, the Articles of
Incorporation or these Bylaws, a written waiver signed by the person or persons
entitled to such notice, whether before or after the meeting by any person,
shall constitute a waiver of notice of such meeting.
ARTICLE XI - INTERESTED DIRECTORS: (Section 78.140)
No contract or transaction shall he void or voidable if such contract or
transaction is between the corporation and one or more of its Directors or
Officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its Directors or
Officers, are directors or officers, or have a financial interest, when such
Director or Officer is present at or participates in the meeting of the Board,
or the committee of the shareholders which authorizes the contract or
transaction or his, her or their votes are counted for such purpose, if
(a) the material facts as to his, her or their relationship or interest and as
to the contract or transaction are disclosed or are known to the Board of
Directors or the committee and are noted in the minutes of such meeting, and the
Board or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested Directors, even though the
disinterested Directors be less than a quorum; or
(b) the material facts as to his, her or their relationship or relationships or
interest or interests and as to the contract or transaction are disclosed or are
known to the shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the shareholders;
or
(c) the contract or transaction is fair as to the Corporation as of the time it
is authorized, approved or ratified, by the Board of Directors, a committee of
the shareholders; or
(d) the fact of the common directorship, office or financial interest is not
disclosed or known to the Director or Officer at the time the transaction is
brought before the Board of Directors of the Corporation for such action.
Such interested Directors may be counted when determining the presence of a
quorum at the Board of Directors' or committee meeting authorizing the contract
or transaction.
ARTICLE XII - ANNUAL LIST OF OFFICERS DIRECTORS AND REGISTERED AGENT:
(Section 78.150 & 78.165)
The Corporation shall, within sixty days after the filing of its Articles of
Incorporation with the Secretary of State, and annually thereafter on or before
the last day of the month in which the anniversary date of incorporation occurs
each year, file with the Secretary of State a list of its president, secretary
and treasurer and all of its Directors, along with the post office box or street
address, either residence or business, and a designation of its resident agent
in the state of Nevada. Such list shall be certified by an officer of the
Corporation.
Exhibit 5
April 20, 2000
PAN International Gaming, Inc.
19239 Aurora Avenue North
Shoreline, WA 98133-3930
Ladies and Gentlemen:
With respect to the Registration Statement on Form S-8 of PAN
International Gaming, Inc. (the "Company") in connection with the registration
of up to 500,000 shares of common stock, par value $0.001, ("Common Stock")
which have been reserved for issuance pursuant to various service provider
agreements, we are of the opinion that the Common Stock when issued in
accordance with the terms and provisions of the agreements will be duly
authorized, legally issued, and, if not forfeited within the 60 days within
which such shares remain forfeitable under those agreements, fully paid and
nonassessable.
This opinion is rendered to you in connection with the issuance of the
Common Stock and is solely for your benefit. This opinion may be not relied upon
by any other person, firm, corporation or other entity for any purpose, without
prior written consent.
We hereby conset to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Raice Paykin Krieg & Schrader
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
I consent to the incorporation by reference in this Registration Statement
of PAN International Gaming, Inc. on Form S-8 of my report dated March 15, 2000,
included in the Annual Report on Form 10-KSB of PAN International Gaming, Inc.
for the year ended December 31, 1999.
/s/ William L. Butcher
----------------------------------------
William L. Butcher, CPA P.S.
Everett, Washington
Exhibit 99.1
EMPLOYMENT AGREEMENT
This Employment Agreement (identified as the "Agreement") is entered into as of
the 15th day of April 2000 and the terms and conditions outlined herein will
commence on April 15, 2000 ("Effective Date"), by and between PAN International
Gaming, Inc., a Nevada corporation ("Employer" or the "Company") and Clifford M.
Johnston, an individual ("Employee") (both of whom are sometimes hereinafter
referred to collectively as the "Parties" and each individually as a "Party").
RECITALS
Employer is in the business of acting as a holding company for operating
subsidiaries to be acquired by Employer in the near future. The Employee has
served for some period of time without any compensation. The Employer is
currently in the process of negotiating the acquisition of a subsidiary. It is
contemplated that this acquisition will result in significant changes in the
management of the Employer, and the Employer believes that the Employee's
services will be critical to the completion of the acquisition and a smooth
transition to new management. Accordingly, the Employer wishes to provide
adequate incentive for the Employee to remain through completion of the
acquisition transactions and for a reasonable time thereafter.
Both Employee and Employer desire to embody the terms and conditions of
Employee's employment in a written agreement which will supersede all prior
agreements of employment, whether written or oral.
Now, therefore, in consideration of the mutual covenants, duties, obligations
and conditions contained herein, the parties agree as follows:
DUTIES OF EMPLOYEE
GENERAL: Employee shall be employed as Vice President in such capacities as
Employer may determine from time to time, with the duties customarily associated
with that position, and shall perform such other duties pertaining to Employer's
business as Employer from time to time directs. The base of operations of
Employee shall be the principal office of Employer, or any other office based in
the state of Washington, unless changed by the Employer and with the express
consent of the Employee.
SPECIFIC: The Employee's primary duties prior to completion of the acquisition
referred to above shall be the completion of negotiations for the acquisition
and closing of the transaction. The Employee's primary duties after completion
of the acquisition shall be as determined by the Board of Directors, and shall
include integration of the operations of the Employer with those of the acquired
company and assistance in preparing new members of management for operations of
the Employer and the acquired company as a publicly reporting company under the
Securities Exchange Act of 1934. Employee agrees to devote a substantial amount
of his time and efforts to the business and affairs of the Employer, to use his
best efforts to promote the interests of
Page 1 of 3
<PAGE>
Employer and to faithfully, industriously and to the best of his ability,
experience and talents, perform to the reasonable satisfaction of Employer all
of the duties that may be assigned to him thereafter.
Employee may engage in any additional employment, either part time or full time,
without the permission of Employer.
Employee understands that there are certain aspects of the business that have
confidentiality factors. Employee agrees to respect and abide to protecting
these confidentiality factors.
TERM OF EMPLOYMENT
Employer hereby employs Employee and Employee hereby accepts employment with
Employer for a period through December 31, 2000. Upon the expiration of the
Term, Employer and Employee will have the option to extend and amend this
agreement only if both parties mutually agree.
COMPENSATION AND OTHER BENEFITS
SALARY: As compensation for his services rendered pursuant to this Agreement,
Employer shall pay to Employee the sum of $100,000.
Such salary shall be paid in the form of Employer's common stock which, both
Employer and Employee agree has a current market value of at $1.00 per share.
The common stock to be issued to the Employee shall be issued immediately, but
will be subject to forfeiture until 60 days after the effective date of the
acquisition referred to above, or until such earlier date as the Board of
Directors may determine that the Employee's duties contemplated by this
agreement have been substantially completed. The parties contemplate that the
common stock to be issued to the Employee in accordance with this agreement
shall be registered on Form S-8 along with shares of common stock to be issued
to other employees of the Employer under similar employment agreements. The
Employee understands, however, that if, following the acquisition, the Employee
remains or becomes an affiliate of the Employer the Employee may not resell the
shares of common stock referred to above absent an effective registration
statement under the Securities Act of 1933 containing a resale prospectus which
complies with that Act (or pursuant to an exemption from registration), and that
so long as the Employee is an affiliate of the Employer any resales of such
common stock, including resales pursuant to the registration statement, may be
made only in the amounts specified in Rule 144 of the Securities and Exchange
Commission.
TERMINATION OF THIS AGREEMENT
This Agreement shall terminate:
Upon the death or permanent disability of Employee, "permanent disability" being
defined as any continuous loss of one third or more of time spent by Employee in
the usual daily performance of duties as a result of physical or mental illness
for a continuous period of time deemed reasonable
Page 2 of 3
<PAGE>
by the Board of Directors, or at such earlier date as the Board of Directors
determines that the Employee's services are no longer required;
At such time if any, as Employer ceases to do business for any reason
whatsoever;
Employee fails to comply with any applicable laws/regulations and company policy
as outlined in writing by Employer;
At the election of the Employer, upon the breach by Employee of any term or
condition of this Agreement or upon the dismissal of Employee by Employer with
cause.
If this Agreement is terminated by the Board of Directors because they have
determined that the Employee's services are no longer required, all shares of
common stock shall immediately cease to be forfeitable.
HIRING AT WILL
The continuation of Employee's employment by Employer after the Term of this
Agreement shall constitute hiring at will and shall be subject to termination
with or without cause by either parties' issuance of written notification.
However, future salaries shall be paid on a cash basis and not with stock.
EXCEPTION: Employer agrees to provide Employee with no less than ninety (90)
days written notice of termination should Employer decide to sell or merge
Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
signed below.
DATED: April 15, 2000
PAN INTERNATIONAL GAMING, INC. EMPLOYEE
- ----------------------------------- ----------------------------------------
Jerry Cornwell, President Clifford M. Johnston
Exhibit 99.2
EMPLOYMENT AGREEMENT
This Employment Agreement (identified as the "Agreement") is entered into as of
the 15th day of April 2000 and the terms and conditions outlined herein will
commence on April 15, 2000 ("Effective Date"), by and between PAN International
Gaming, Inc., a Nevada corporation ("Employer" or the "Company") and Brad Cohen,
an individual ("Employee") (both of whom are sometimes hereinafter referred to
collectively as the "Parties" and each individually as a "Party").
RECITALS
Employer is in the business of acting as a holding company for operating
subsidiaries to be acquired by Employer in the near future. The Employer is
currently in the process of negotiating the acquisition of a subsidiary. It is
contemplated that this acquisition will result in significant changes in the
management of the Employer, and the Employer believes that the Employee's
services will be critical to the completion of the acquisition and a smooth
transition to new management. Accordingly, the Employer wishes to provide
adequate incentive for the Employee to remain through completion of the
acquisition transactions and for a reasonable time thereafter.
Both Employee and Employer desire to embody the terms and conditions of
Employee's employment in a written agreement which will supersede all prior
agreements of employment, whether written or oral.
Now, therefore, in consideration of the mutual covenants, duties, obligations
and conditions contained herein, the parties agree as follows:
DUTIES OF EMPLOYEE
GENERAL: Employee shall be employed in such capacities as Employer may determine
from time to time, with the duties customarily associated with that position,
and shall perform such other duties pertaining to Employer's business as
Employer from time to time directs. The base of operations of Employee shall be
the principal office of Employer, or any other office based in the state of
Washington, unless changed by the Employer and with the express consent of the
Employee.
SPECIFIC: The Employee's primary duties prior to completion of the acquisition
referred to above shall be assisting in the integration of the operations of the
Employer with those of the acquired company . Employee agrees to devote a
substantial amount of his time and efforts to the business and affairs of the
Employer, to use his best efforts to promote the interests of Employer and to
faithfully, industriously and to the best of his ability, experience and
talents, perform to the reasonable satisfaction of Employer all of the duties
that may be assigned to him thereafter.
Employee may engage in any additional employment, either part time or full time,
without the permission of Employer.
Page 1 of 3
<PAGE>
Employee understands that there are certain aspects of the business that have
confidentiality factors. Employee agrees to respect and abide to protecting
these confidentiality factors.
TERM OF EMPLOYMENT
Employer hereby employs Employee and Employee hereby accepts employment with
Employer for the period through December 31, 200. Upon the expiration of the
Term, Employer and Employee will have the option to extend and amend this
agreement only if both parties mutually agree.
COMPENSATION AND OTHER BENEFITS
SALARY: As compensation for his services rendered pursuant to this Agreement,
Employer shall pay to Employee the sum of $20,000.
Such salary shall be paid in the form of Employer's common stock which, both
Employer and Employee agree has a current market value of at $1.00 per share.
The common stock to be issued to the Employee shall be issued immediately, but
will be subject to forfeiture until 60 days after the effective date of the
acquisition referred to above, or until such earlier date as the Board of
Directors may determine that the Employee's duties contemplated by this
agreement have been substantially completed. The parties contemplate that the
common stock to be issued to the Employee in accordance with this agreement
shall be registered on Form S-8 along with shares of common stock to be issued
to other employees of the Employer under similar employment agreements. The
Employee understands, however, that if, following the acquisition, the Employee
remains or becomes an affiliate of the Employer the Employee may not resell the
shares of common stock referred to above absent an effective registration
statement under the Securities Act of 1933 containing a resale prospectus which
complies with that Act (or pursuant to an exemption from registration), and that
so long as the Employee is an affiliate of the Employer any resales of such
common stock, including resales pursuant to the registration statement, may be
made only in the amounts specified in Rule 144 of the Securities and Exchange
Commission.
TERMINATION OF THIS AGREEMENT
This Agreement shall terminate:
Upon the death or permanent disability of Employee, "permanent disability" being
defined as any continuous loss of one third or more of time spent by Employee in
the usual daily performance of duties as a result of physical or mental illness
for a continuous period of time deemed reasonable by the Board of Directors, or
at such earlier date as the Board of Directors determines that the Employee's
services are no longer required;
At such time if any, as Employer ceases to do business for any reason
whatsoever;
Employee fails to comply with any applicable laws/regulations and company policy
as outlined in writing by Employer;
Page 2 of 3
<PAGE>
At the election of the Employer, upon the breach by Employee of any term or
condition of this Agreement or upon the dismissal of Employee by Employer with
cause.
If this Agreement is terminated by the Board of Directors because they have
determined that the Employee's services are no longer required, all shares of
common stock shall immediately cease to be forfeitable.
HIRING AT WILL
The continuation of Employee's employment by Employer after the Term of this
Agreement shall constitute hiring at will and shall be subject to termination
with or without cause by either parties' issuance of written notification.
However, future salaries shall be paid on a cash basis and not with stock.
EXCEPTION: Employer agrees to provide Employee with no less than ninety (90)
days written notice of termination should Employer decide to sell or merge
Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
signed below.
DATED: April 15, 2000
PAN INTERNATIONAL GAMING, INC. EMPLOYEE
- ----------------------------------- ----------------------------------------
Jerry Cornwell, President Brad Cohen
Page 3 of 3
Exhibit 99.3
CONSULTING AGREEMENT
This Consulting Agreement (identified as the "Agreement") is entered into as of
the 15th day of April 2000 and the terms and conditions outlined herein will
commence on April 14, 2000 ("Effective Date"), by and between PAN International
Gaming, Inc., a Nevada corporation ("Employer" or the "Company") and Naomi Hope,
an individual ("Consultant") (both of whom are sometimes hereinafter referred to
collectively as the "Parties" and each individually as a "Party").
RECITALS
Employer is in the business of acting as a holding company for operating
subsidiaries to be acquired by Employer in the near future. The Employer is
currently in the process of negotiating the acquisition of a subsidiary. It is
contemplated that this acquisition will result in significant changes in the
management of the Employer, and the Employer believes that the Consultant's
services will be critical to the completion of the acquisition and a smooth
transition to new management. Accordingly, the Employer wishes to retain
Consultant as its Internet Relations Consultant and to provide adequate
incentive for the Consultant to remain through completion of the acquisition
transactions and for a reasonable time thereafter.
Both Consultant and Employer desire to embody the terms and conditions of
Consultant's consulting in a written agreement which will supersede all prior
agreements of consulting, whether written or oral.
Now, therefore, in consideration of the mutual covenants, duties, obligations
and conditions contained herein, the parties agree as follows:
DUTIES OF CONSULTANT
GENERAL: Consultant is retained as Internet Relations Consultant in such
capacities as Employer may determine from time to time, with the duties
customarily associated with that position, and shall perform such other duties
pertaining to Employer's business as Employer from time to time directs. The
base of operations of Consultant shall be the principal office of Employer, or
any other office based in the state of Washington, unless changed by the
Employer and with the express consent of the Consultant.
SPECIFIC: Consultant agrees to devote a substantial amount of her time and
efforts to the business and affairs of the Employer, to use her best efforts to
promote the interests of Employer and to faithfully, industriously and to the
best of her ability, experience and talents, perform to the reasonable
satisfaction of Employer all of the duties that may be assigned to her
thereafter.
Consultant may engage in any additional consulting, either part time or full
time, without the permission of Employer.
Consultant understands that there are certain aspects of the business that have
confidentiality
Page 1 of 3
<PAGE>
factors. Consultant agrees to respect and abide to protecting these
confidentiality factors.
TERM OF CONSULTANCY
Employer hereby employs Consultant and Consultant hereby accepts consulting with
Employer for a period ending December 31, 2000. Upon the expiration of the Term,
Employer and Consultant will have the option to extend and amend this agreement
only if both parties mutually agree.
COMPENSATION AND OTHER BENEFITS
SALARY: As compensation for her services rendered pursuant to this Agreement,
Employer shall pay to Consultant the sum of $75,000.
Such salary shall be paid in the form of Employer's common stock which, both
Employer and Consultant agree has a current market value of at $1.00 per share.
The common stock to be issued to the Consultant shall be issued immediately, but
will be subject to forfeiture until 60 days after the effective date of the
acquisition referred to above, or until such earlier date as the Board of
Directors may determine that the Consultant's duties contemplated by this
agreement have been substantially completed. The parties contemplate that the
common stock to be issued to the Consultant in accordance with this agreement
shall be registered on Form S-8 along with shares of common stock to be issued
to other consultants and employees of the Employer under similar consulting or
consulting agreements. The Consultant understands, however, that if, following
the acquisition, the Consultant remains or becomes an affiliate of the Employer
the Consultant may not resell the shares of common stock referred to above
absent an effective registration statement under the Securities Act of 1933
containing a resale prospectus which complies with that Act (or pursuant to an
exemption from registration), and that so long as the Consultant is an affiliate
of the Employer any resales of such common stock, including resales pursuant to
the registration statement, may be made only in the amounts specified in Rule
144 of the Securities and Exchange Commission.
TERMINATION OF THIS AGREEMENT
This Agreement shall terminate:
Upon the death or permanent disability of Consultant, "permanent disability"
being defined as any continuous loss of one third or more of time spent by
Consultant in the usual daily performance of duties as a result of physical or
mental illness for a continuous period of time deemed reasonable by the Board of
Directors, or at such earlier date as the Board of Directors determines that the
Consultant's services are no longer required;
At such time if any, as Employer ceases to do business for any reason
whatsoever;
Consultant fails to comply with any applicable laws/regulations and company
policy as outlined in writing by Employer;
Page 2 of 3
<PAGE>
At the election of the Employer, upon the breach by Consultant of any term or
condition of this Agreement or upon the dismissal of Consultant by Employer with
cause.
If this Agreement is terminated by the Board of Directors because they have
determined that the Consultant's services are no longer required, all shares of
common stock shall immediately cease to be forfeitable.
HIRING AT WILL
The continuation of Consultant's consulting by Employer after the Term of this
Agreement shall constitute hiring at will and shall be subject to termination
with or without cause by either parties' issuance of written notification.
However, future payments shall be paid on a cash basis and not with stock.
EXCEPTION: Employer agrees to provide Consultant with no less than ninety (90)
days written notice of termination should Employer decide to sell or merge
Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
signed below.
DATED: April 15, 2000
PAN INTERNATIONAL GAMING, INC. CONSULTANT
- ----------------------------------- ----------------------------
Clifford M. Johnston, Vice President Naomi Hope
Page 3 of 3
Exhibit 99.4
EMPLOYMENT AGREEMENT
This Employment Agreement (identified as the "Agreement") is entered into as of
the 15th day of April 2000 and the terms and conditions outlined herein will
commence on April 15, 2000 ("Effective Date"), by and between PAN International
Gaming, Inc., a Nevada corporation ("Employer" or the "Company") and Tony Zitko,
an individual ("Employee") (both of whom are sometimes hereinafter referred to
collectively as the "Parties" and each individually as a "Party").
RECITALS
Employer is in the business of acting as a holding company for operating
subsidiaries to be acquired by Employer in the near future. The Employee has
served for some period of time without any compensation. The Employer is
currently in the process of negotiating the acquisition of a subsidiary. It is
contemplated that this acquisition will result in significant changes in the
management of the Employer, and the Employer believes that the Employee's
services will be critical to the completion of the acquisition and a smooth
transition to new management. Accordingly, the Employer wishes to provide
adequate incentive for the Employee to remain through completion of the
acquisition transactions and for a reasonable time thereafter.
Both Employee and Employer desire to embody the terms and conditions of
Employee's employment in a written agreement which will supersede all prior
agreements of employment, whether written or oral.
Now, therefore, in consideration of the mutual covenants, duties, obligations
and conditions contained herein, the parties agree as follows:
DUTIES OF EMPLOYEE
GENERAL: Employee shall be employed in such capacities as Employer may determine
from time to time, and shall perform such other duties pertaining to Employer's
business as Employer from time to time directs. The base of operations of
Employee shall be the principal office of Employer, or any other office based in
the state of Washington, unless changed by the Employer and with the express
consent of the Employee.
SPECIFIC: The Employee's primary duties prior to completion of the acquisition
referred to above shall be the completion of negotiations for the acquisition
and closing of the transaction. The Employee's primary duties after completion
of the acquisition shall be as determined by the Board of Directors, and shall
include integration of the operations of the Employer with those of the acquired
company and assistance in preparing new members of management for operations of
the Employer and the acquired company as a publicly reporting company under the
Securities Exchange Act of 1934. Employee agrees to devote a substantial amount
of his time and efforts to the business and affairs of the Employer, to use his
best efforts to promote the interests of Employer and to faithfully,
industriously and to the best of his ability, experience and talents, perform to
the reasonable satisfaction of Employer all of the duties that may be assigned
to him
Page 1 of 3
<PAGE>
thereafter.
Employee may engage in any additional employment, either part time or full time,
without the permission of Employer.
Employee understands that there are certain aspects of the business that have
confidentiality factors. Employee agrees to respect and abide to protecting
these confidentiality factors.
TERM OF EMPLOYMENT
Employer hereby employs Employee and Employee hereby accepts employment with
Employer for the period through December 31, 2000. Upon the expiration of the
Term, Employer and Employee will have the option to extend and amend this
agreement only if both parties mutually agree.
COMPENSATION AND OTHER BENEFITS
SALARY: As compensation for his services rendered pursuant to this Agreement,
Employer shall pay to Employee the sum of $55,000.
Such salary shall be paid in the form of Employer's common stock which, both
Employer and Employee agree has a current market value of at $1.00 per share.
The common stock to be issued to the Employee shall be issued immediately, but
will be subject to forfeiture until 60 days after the effective date of the
acquisition referred to above, or until such earlier date as the Board of
Directors may determine that the Employee's duties contemplated by this
agreement have been substantially completed. The parties contemplate that the
common stock to be issued to the Employee in accordance with this agreement
shall be registered on Form S-8 along with shares of common stock to be issued
to other employees of the Employer under similar employment agreements. The
Employee understands, however, that if, following the acquisition, the Employee
remains or becomes an affiliate of the Employer the Employee may not resell the
shares of common stock referred to above absent an effective registration
statement under the Securities Act of 1933 containing a resale prospectus which
complies with that Act (or pursuant to an exemption from registration), and that
so long as the Employee is an affiliate of the Employer any resales of such
common stock, including resales pursuant to the registration statement, may be
made only in the amounts specified in Rule 144 of the Securities and Exchange
Commission.
TERMINATION OF THIS AGREEMENT
This Agreement shall terminate:
Upon the death or permanent disability of Employee, "permanent disability" being
defined as any continuous loss of one third or more of time spent by Employee in
the usual daily performance of duties as a result of physical or mental illness
for a continuous period of time deemed reasonable by the Board of Directors, or
at such earlier date as the Board of Directors determines that the Employee's
services are no longer required;
Page 2 of 3
<PAGE>
At such time if any, as Employer ceases to do business for any reason
whatsoever;
Employee fails to comply with any applicable laws/regulations and company policy
as outlined in writing by Employer;
At the election of the Employer, upon the breach by Employee of any term or
condition of this Agreement or upon the dismissal of Employee by Employer with
cause.
If this Agreement is terminated by the Board of Directors because they have
determined that the Employee's services are no longer required, all shares of
common stock shall immediately cease to be forfeitable.
HIRING AT WILL
The continuation of Employee's employment by Employer after the Term of this
Agreement shall constitute hiring at will and shall be subject to termination
with or without cause by either parties' issuance of written notification.
However, future salaries shall be paid on a cash basis and not with stock.
EXCEPTION: Employer agrees to provide Employee with no less than ninety (90)
days written notice of termination should Employer decide to sell or merge
Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
signed below.
DATED: April 15, 2000
PAN INTERNATIONAL GAMING, INC. EMPLOYEE
- ----------------------------------- ----------------------------------------
Jerry Cornwell, President Tony Zitko
Page 3 of 3
Exhibit 99.5
EMPLOYMENT AGREEMENT
This Employment Agreement (identified as the "Agreement") is entered into as of
the 15th day of April 2000 and the terms and conditions outlined herein will
commence on April 15, 2000 ("Effective Date"), by and between PAN International
Gaming, Inc., a Nevada corporation ("Employer" or the "Company") and John Young,
an individual ("Employee") (both of whom are sometimes hereinafter referred to
collectively as the "Parties" and each individually as a "Party").
RECITALS
Employer is in the business of acting as a holding company for operating
subsidiaries to be acquired by Employer in the near future. The Employer is
currently in the process of negotiating the acquisition of a subsidiary. It is
contemplated that this acquisition will result in significant changes in the
management of the Employer, and the Employer believes that the Employee's
services will be critical to the completion of the acquisition and a smooth
transition to new management. Accordingly, the Employer wishes to provide
adequate incentive for the Employee to remain through completion of the
acquisition transactions and for a reasonable time thereafter.
Both Employee and Employer desire to embody the terms and conditions of
Employee's employment in a written agreement which will supersede all prior
agreements of employment, whether written or oral.
Now, therefore, in consideration of the mutual covenants, duties, obligations
and conditions contained herein, the parties agree as follows:
DUTIES OF EMPLOYEE
GENERAL: Employee shall be employed in such capacities as Employer may determine
from time to time, and shall perform such other duties pertaining to Employer's
business as Employer from time to time directs. The base of operations of
Employee shall be the principal office of Employer, or any other office based in
the state of Washington, unless changed by the Employer and with the express
consent of the Employee.
SPECIFIC: The Employee's primary duties shall be as determined by the Board of
Directors, and shall include integration of the operations of the Employer with
those of the acquired company. Employee agrees to devote a substantial amount of
his time and efforts to the business and affairs of the Employer, to use his
best efforts to promote the interests of Employer and to faithfully,
industriously and to the best of his ability, experience and talents, perform to
the reasonable satisfaction of Employer all of the duties that may be assigned
to him thereafter.
Employee may engage in any additional employment, either part time or full time,
without the permission of Employer.
Employee understands that there are certain aspects of the business that have
confidentiality
Page 1 of 3
<PAGE>
factors. Employee agrees to respect and abide to protecting these
confidentiality factors.
TERM OF EMPLOYMENT
Employer hereby employs Employee and Employee hereby accepts employment with
Employer for the period through December 31, 2000. Upon the expiration of the
Term, Employer and Employee will have the option to extend and amend this
agreement only if both parties mutually agree.
COMPENSATION AND OTHER BENEFITS
SALARY: As compensation for his services rendered pursuant to this Agreement,
Employer shall pay to Employee the sum of $50,000.
Such salary shall be paid in the form of Employer's common stock which, both
Employer and Employee agree has a current market value of at $1.00 per share.
The common stock to be issued to the Employee shall be issued immediately, but
will be subject to forfeiture until 60 days after the effective date of the
acquisition referred to above, or until such earlier date as the Board of
Directors may determine that the Employee's duties contemplated by this
agreement have been substantially completed. The parties contemplate that the
common stock to be issued to the Employee in accordance with this agreement
shall be registered on Form S-8 along with shares of common stock to be issued
to other employees of the Employer under similar employment agreements. The
Employee understands, however, that if, following the acquisition, the Employee
remains or becomes an affiliate of the Employer the Employee may not resell the
shares of common stock referred to above absent an effective registration
statement under the Securities Act of 1933 containing a resale prospectus which
complies with that Act (or pursuant to an exemption from registration), and that
so long as the Employee is an affiliate of the Employer any resales of such
common stock, including resales pursuant to the registration statement, may be
made only in the amounts specified in Rule 144 of the Securities and Exchange
Commission.
TERMINATION OF THIS AGREEMENT
This Agreement shall terminate:
Upon the death or permanent disability of Employee, "permanent disability" being
defined as any continuous loss of one third or more of time spent by Employee in
the usual daily performance of duties as a result of physical or mental illness
for a continuous period of time deemed reasonable by the Board of Directors, or
at such earlier date as the Board of Directors determines that the Employee's
services are no longer required;
At such time if any, as Employer ceases to do business for any reason
whatsoever;
Employee fails to comply with any applicable laws/regulations and company policy
as outlined in writing by Employer;
Page 2 of 3
<PAGE>
At the election of the Employer, upon the breach by Employee of any term or
condition of this Agreement or upon the dismissal of Employee by Employer with
cause.
If this Agreement is terminated by the Board of Directors because they have
determined that the Employee's services are no longer required, all shares of
common stock shall immediately cease to be forfeitable.
HIRING AT WILL
The continuation of Employee's employment by Employer after the Term of this
Agreement shall constitute hiring at will and shall be subject to termination
with or without cause by either parties' issuance of written notification.
However, future salaries shall be paid on a cash basis and not with stock.
EXCEPTION: Employer agrees to provide Employee with no less than ninety (90)
days written notice of termination should Employer decide to sell or merge
Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
signed below.
DATED: April 15, 2000
PAN INTERNATIONAL GAMING, INC. EMPLOYEE
- ----------------------------------- ----------------------------------------
Jerry Cornwell, President John Young
Exhibit 99.6
EMPLOYMENT AGREEMENT
This Employment Agreement (identified as the "Agreement") is entered into as of
the 15th day of April 2000 and the terms and conditions outlined herein will
commence on April 15, 2000 ("Effective Date"), by and between PAN International
Gaming, Inc., a Nevada corporation ("Employer" or the "Company") and Judy Morton
Johnston, an individual ("Employee") (both of whom are sometimes hereinafter
referred to collectively as the "Parties" and each individually as a "Party").
RECITALS
Employer is in the business of acting as a holding company for operating
subsidiaries to be acquired by Employer in the near future. The Employee has
served for some period of time without any compensation. The Employer is
currently in the process of negotiating the acquisition of a subsidiary. It is
contemplated that this acquisition will result in significant changes in the
management of the Employer, and the Employer believes that the Employee's
services will be critical to the completion of the acquisition and a smooth
transition to new management. Accordingly, the Employer wishes to provide
adequate incentive for the Employee to remain through completion of the
acquisition transactions and for a reasonable time thereafter.
Both Employee and Employer desire to embody the terms and conditions of
Employee's employment in a written agreement which will supersede all prior
agreements of employment, whether written or oral.
Now, therefore, in consideration of the mutual covenants, duties, obligations
and conditions contained herein, the parties agree as follows:
DUTIES OF EMPLOYEE
GENERAL: Employee shall be employed in such capacities as Employer may determine
from time to time, with the duties customarily associated with that position,
and shall perform such other duties pertaining to Employer's business as
Employer from time to time directs. The base of operations of Employee shall be
the principal office of Employer, or any other office based in the state of
Washington, unless changed by the Employer and with the express consent of the
Employee.
SPECIFIC: The Employee's primary duties prior to completion of the acquisition
referred to above shall be as determined by the Board of Directors, and shall
include integration of the operations of the Employer with those of the
acquired. Employee agrees to devote a substantial amount of her time and efforts
to the business and affairs of the Employer, to use her best efforts to promote
the interests of Employer and to faithfully, industriously and to the best of
her ability, experience and talents, perform to the reasonable satisfaction of
Employer all of the duties that may be assigned to her thereafter.
Page 1 of 3
<PAGE>
Employee may engage in any additional employment, either part time or full time,
without the permission of Employer.
Employee understands that there are certain aspects of the business that have
confidentiality factors. Employee agrees to respect and abide to protecting
these confidentiality factors.
TERM OF EMPLOYMENT
Employer hereby employs Employee and Employee hereby accepts employment with
Employer the period through December 31, 2000. Upon the expiration of the Term,
Employer and Employee will have the option to extend and amend this agreement
only if both parties mutually agree.
COMPENSATION AND OTHER BENEFITS
SALARY: As compensation for her services rendered pursuant to this Agreement,
Employer shall pay to Employee the sum of $25,000.
Such salary shall be paid in the form of Employer's common stock which, both
Employer and Employee agree has a current market value of at $1.00 per share.
The common stock to be issued to the Employee shall be issued immediately, but
will be subject to forfeiture until 60 days after the effective date of the
acquisition referred to above, or until such earlier date as the Board of
Directors may determine that the Employee's duties contemplated by this
agreement have been substantially completed. The parties contemplate that the
common stock to be issued to the Employee in accordance with this agreement
shall be registered on Form S-8 along with shares of common stock to be issued
to other employees of the Employer under similar employment agreements. The
Employee understands, however, that if, following the acquisition, the Employee
remains or becomes an affiliate of the Employer the Employee may not resell the
shares of common stock referred to above absent an effective registration
statement under the Securities Act of 1933 containing a resale prospectus which
complies with that Act (or pursuant to an exemption from registration), and that
so long as the Employee is an affiliate of the Employer any resales of such
common stock, including resales pursuant to the registration statement, may be
made only in the amounts specified in Rule 144 of the Securities and Exchange
Commission.
TERMINATION OF THIS AGREEMENT
This Agreement shall terminate:
Upon the death or permanent disability of Employee, "permanent disability" being
defined as any continuous loss of one third or more of time spent by Employee in
the usual daily performance of duties as a result of physical or mental illness
for a continuous period of time deemed reasonable by the Board of Directors, or
at such earlier date as the Board of Directors determines that the Employee's
services are no longer required;
At such time if any, as Employer ceases to do business for any reason
whatsoever;
Page 2 of 3
<PAGE>
Employee fails to comply with any applicable laws/regulations and company policy
as outlined in writing by Employer;
At the election of the Employer, upon the breach by Employee of any term or
condition of this Agreement or upon the dismissal of Employee by Employer with
cause.
If this Agreement is terminated by the Board of Directors because they have
determined that the Employee's services are no longer required, all shares of
common stock shall immediately cease to be forfeitable.
HIRING AT WILL
The continuation of Employee's employment by Employer after the Term of this
Agreement shall constitute hiring at will and shall be subject to termination
with or without cause by either parties' issuance of written notification.
However, future salaries shall be paid on a cash basis and not with stock.
EXCEPTION: Employer agrees to provide Employee with no less than ninety (90)
days written notice of termination should Employer decide to sell or merge
Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
signed below.
DATED: April 15, 2000
PAN INTERNATIONAL GAMING, INC. EMPLOYEE
- ----------------------------------- ----------------------------------------
Jerry Cornwell, President Judy Morton. Johnston
Exhibit 99.7
EMPLOYMENT AGREEMENT
This Employment Agreement (identified as the "Agreement") is entered into as of
the 14th day of April 2000 and the terms and conditions outlined herein will
commence on April 15, 2000 ("Effective Date"), by and between PAN International
Gaming, Inc., a Nevada corporation ("Employer" or the "Company") and Jerry
Cornwell, an individual ("Employee") (both of whom are sometimes hereinafter
referred to collectively as the "Parties" and each individually as a "Party").
RECITALS
Employer is in the business of acting as a holding company for operating
subsidiaries to be acquired by Employer in the near future. The Employee has
served for some period of time without any compensation. The Employer is
currently in the process of negotiating the acquisition of a subsidiary. It is
contemplated that this acquisition will result in significant changes in the
management of the Employer, and the Employer believes that the Employee's
services will be critical to the completion of the acquisition and a smooth
transition to new management. Accordingly, the Employer wishes to provide
adequate incentive for the Employee to remain through completion of the
acquisition transactions and for a reasonable time thereafter.
Both Employee and Employer desire to embody the terms and conditions of
Employee's employment in a written agreement which will supersede all prior
agreements of employment, whether written or oral.
Now, therefore, in consideration of the mutual covenants, duties, obligations
and conditions contained herein, the parties agree as follows:
DUTIES OF EMPLOYEE
GENERAL: Employee shall be employed as President in such capacities as Employer
may determine from time to time, with the duties customarily associated with
that position, and shall perform such other duties pertaining to Employer's
business as Employer from time to time directs. The base of operations of
Employee shall be the principal office of Employer, or any other office based in
the state of Washington, unless changed by the Employer and with the express
consent of the Employee.
SPECIFIC: The Employee's primary duties prior to completion of the acquisition
referred to above shall be the completion of negotiations for the acquisition
and closing of the transaction. The Employee's primary duties after completion
of the acquisition shall be as determined by the Board of Directors, and shall
include integration of the operations of the Employer with those of the acquired
company and assistance in preparing new members of management for operations of
the Employer and the acquired company as a publicly reporting company under the
Securities Exchange Act of 1934. Employee agrees to devote a substantial amount
of his time and efforts to the business and affairs of the Employer, to use his
best efforts to promote the interests of Employer and to faithfully,
industriously and to the best of his ability, experience and talents, perform to
the reasonable satisfaction of Employer all of the duties that may be assigned
to him thereafter.
Page 1 of 3
<PAGE>
Employee may engage in any additional employment, either part time or full time,
without the permission of Employer.
Employee understands that there are certain aspects of the business that have
confidentiality factors. Employee agrees to respect and abide to protecting
these confidentiality factors.
TERM OF EMPLOYMENT
Employer hereby employs Employee and Employee hereby accepts employment with
Employer for the period through December 31, 2000. Upon the expiration of the
Term, Employer and Employee will have the option to extend and amend this
agreement only if both parties mutually agree.
COMPENSATION AND OTHER BENEFITS
SALARY: As compensation for his services rendered pursuant to this Agreement,
Employer shall pay to Employee the sum of $125,000.
Such salary shall be paid in the form of Employer's common stock which, both
Employer and Employee agree has a current market value of at $1.00 per share.
The common stock to be issued to the Employee shall be issued immediately, but
will be subject to forfeiture until 60 days after the effective date of the
acquisition referred to above, or until such earlier date as the Board of
Directors may determine that the Employee's duties contemplated by this
agreement have been substantially completed. The parties contemplate that the
common stock to be issued to the Employee in accordance with this agreement
shall be registered on Form S-8 along with shares of common stock to be issued
to other employees of the Employer under similar employment agreements. The
Employee understands, however, that if, following the acquisition, the Employee
remains or becomes an affiliate of the Employer the Employee may not resell the
shares of common stock referred to above absent an effective registration
statement under the Securities Act of 1933 containing a resale prospectus which
complies with that Act (or pursuant to an exemption from registration), and that
so long as the Employee is an affiliate of the Employer any resales of such
common stock, including resales pursuant to the registration statement, may be
made only in the amounts specified in Rule 144 of the Securities and Exchange
Commission.
TERMINATION OF THIS AGREEMENT
This Agreement shall terminate:
Upon the death or permanent disability of Employee, "permanent disability" being
defined as any continuous loss of one third or more of time spent by Employee in
the usual daily performance of duties as a result of physical or mental illness
for a continuous period of time deemed reasonable by the Board of Directors, or
at such earlier date as the Board of Directors determines that the Employee's
services are no longer required;
At such time if any, as Employer ceases to do business for any reason
whatsoever;
Page 2 of 3
<PAGE>
Employee fails to comply with any applicable laws/regulations and company policy
as outlined in writing by Employer;
At the election of the Employer, upon the breach by Employee of any term or
condition of this Agreement or upon the dismissal of Employee by Employer with
cause.
If this Agreement is terminated by the Board of Directors because they have
determined that the Employee's services are no longer required, all shares of
common stock shall immediately cease to be forfeitable.
HIRING AT WILL
The continuation of Employee's employment by Employer after the Term of this
Agreement shall constitute hiring at will and shall be subject to termination
with or without cause by either parties' issuance of written notification.
However, future salaries shall be paid on a cash basis and not with stock.
EXCEPTION: Employer agrees to provide Employee with no less than ninety (90)
days written notice of termination should Employer decide to sell or merge
Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
signed below.
DATED: April 15, 2000
PAN INTERNATIONAL GAMING, INC. EMPLOYEE
- ----------------------------------- ----------------------------------------
Clifford M. Johnston, Vice President Jerry Cornwell
Page 3 of 3
Exhibit 99.8
CONSULTING AGREEMENT
This Consulting Agreement (identified as the "Agreement") is entered into as of
the 15th day of April 2000 and the terms and conditions outlined herein will
commence on April 15, 2000 ("Effective Date"), by and between PAN International
Gaming, Inc., a Nevada corporation ("Employer" or the "Company") and Constance
Swedberg, an individual ("Consultant") (both of whom are sometimes hereinafter
referred to collectively as the "Parties" and each individually as a "Party").
RECITALS
Employer is in the business of acting as a holding company for operating
subsidiaries to be acquired by Employer in the near future. The Employer is
currently in the process of negotiating the acquisition of a subsidiary. It is
contemplated that this acquisition will result in significant changes in the
management of the Employer, and the Employer believes that the Consultant's
services will be critical to the completion of the acquisition and a smooth
transition to new management. Accordingly, the Employer wishes to retain
Consultant as an Internet Operations Consultant and to provide adequate
incentive for the Consultant to remain through completion of the acquisition
transactions and for a reasonable time thereafter.
Both Consultant and Employer desire to embody the terms and conditions of
Consultant's consulting in a written agreement which will supersede all prior
agreements of consulting, whether written or oral.
Now, therefore, in consideration of the mutual covenants, duties, obligations
and conditions contained herein, the parties agree as follows:
DUTIES OF CONSULTANT
GENERAL: Consultant is retained as Internet Operations Consultant in such
capacities as Employer may determine from time to time, with the duties
customarily associated with that position, and shall perform such other duties
pertaining to Employer's business as Employer from time to time directs. The
base of operations of Consultant shall be the principal office of Employer, or
any other office based in the state of Washington, unless changed by the
Employer and with the express consent of the Consultant.
SPECIFIC: Consultant agrees to devote a substantial amount of her time and
efforts to the business and affairs of the Employer, to use her best efforts to
promote the interests of Employer and to faithfully, industriously and to the
best of her ability, experience and talents, perform to the reasonable
satisfaction of Employer all of the duties that may be assigned to her
thereafter.
Consultant may engage in any additional consulting, either part time or full
time, without the
Page 1 of 3
<PAGE>
permission of Employer.
Consultant understands that there are certain aspects of the business that have
confidentiality factors. Consultant agrees to respect and abide to protecting
these confidentiality factors.
TERM OF CONSULTANCY
Employer hereby employs Consultant and Consultant hereby accepts consulting with
Employer for a period ending December 31, 2000. Upon the expiration of the Term,
Employer and Consultant will have the option to extend and amend this agreement
only if both parties mutually agree.
COMPENSATION AND OTHER BENEFITS
SALARY: As compensation for her services rendered pursuant to this Agreement,
Employer shall pay to Consultant the sum of $50,000.
Such salary shall be paid in the form of Employer's common stock which, both
Employer and Consultant agree has a current market value of at $1.00 per share.
The common stock to be issued to the Consultant shall be issued immediately, but
will be subject to forfeiture until 60 days after the effective date of the
acquisition referred to above, or until such earlier date as the Board of
Directors may determine that the Consultant's duties contemplated by this
agreement have been substantially completed. The parties contemplate that the
common stock to be issued to the Consultant in accordance with this agreement
shall be registered on Form S-8 along with shares of common stock to be issued
to other consultants and employees of the Employer under similar consulting or
consulting agreements. The Consultant understands, however, that if, following
the acquisition, the Consultant remains or becomes an affiliate of the Employer
the Consultant may not resell the shares of common stock referred to above
absent an effective registration statement under the Securities Act of 1933
containing a resale prospectus which complies with that Act (or pursuant to an
exemption from registration), and that so long as the Consultant is an affiliate
of the Employer any resales of such common stock, including resales pursuant to
the registration statement, may be made only in the amounts specified in Rule
144 of the Securities and Exchange Commission.
TERMINATION OF THIS AGREEMENT
This Agreement shall terminate:
Upon the death or permanent disability of Consultant, "permanent disability"
being defined as any continuous loss of one third or more of time spent by
Consultant in the usual daily performance of duties as a result of physical or
mental illness for a continuous period of time deemed reasonable by the Board of
Directors, or at such earlier date as the Board of Directors determines that the
Page 2 of 3
<PAGE>
Consultant's services are no longer required;
At such time if any, as Employer ceases to do business for any reason
whatsoever;
Consultant fails to comply with any applicable laws/regulations and company
policy as outlined in writing by Employer;
At the election of the Employer, upon the breach by Consultant of any term or
condition of this Agreement or upon the dismissal of Consultant by Employer with
cause.
If this Agreement is terminated by the Board of Directors because they have
determined that the Consultant's services are no longer required, all shares of
common stock shall immediately cease to be forfeitable.
HIRING AT WILL
The continuation of Consultant's consulting by Employer after the Term of this
Agreement shall constitute hiring at will and shall be subject to termination
with or without cause by either parties' issuance of written notification.
However, future payments shall be paid on a cash basis and not with stock.
EXCEPTION: Employer agrees to provide Consultant with no less than ninety (90)
days written notice of termination should Employer decide to sell or merge
Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
signed below.
DATED: April 15, 2000
PAN INTERNATIONAL GAMING, INC. CONSULTANT
- ----------------------------------- ----------------------------------------
Clifford M. Johnston, Vice President Constance Swedberg
