United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10Q SB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF
THE
EXCHANGE ACT
Commission file Number 0 - 22678
RF TECHNOLOGY, INC.
Exact name of small business issuer
As specified in its charter
Colorado 84 -1193941
(State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification No.
610 9th Street East, Kalispell, MT 59903
(Address of principal executive
office)
(406) 752-5533
Issuer's telephone number
PM Management Systems, Inc., 404 Scott Point Drive,
Salt Spring Island, BC V8K 2R2
(Former name, former address and former fiscal year, if
changed since last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS
Check whether the registrant filed all documents and
reports required
To be filed by Section 12, 13 or 15 (d) of the Exchange
Act after the distribution of
Securities under a plan confirmed by a court. Yes ____
No ____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the
Issuer's
common equity as of the last practicable date:
7,060,000 shares
Transitional Small Business Disclosure Format (check
one) Yes ___ No X
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited financial statements for the quarter
ended March 31, 2000 are attached hereto as
Exhibit A
Item 2. Managements Discussion and Analysis or Plan
of Operation.
(a) Plan of Operation.
RF Technology, Inc. (formerly PM Management Systems,
Inc.) executed a contract with Mr. R. E. Surran, of
Scottsdale Arizona, to acquire the exclusive world-wide
rights to a plastic sniffing device used to locate
buried plastic. This device was developed initially to
locate buried plastic natural gas lines. It is
currently being refined and configured to locating
buried anti-personnel land mines. A copy of the
purchase agreement and an employment agreement is
contained in the Form 8K dated February 10, 2000 and
incorporated into this document by reference as Exhibit
B.
Management plans to continue the development of this
product and to continue to seek other products and
companies, in an effort to increase the Companys asset
base and improve shareholder value.
Several financing sources are being investigated,
including financings requiring the Company to file a
Registration Statement with the Securities and Exchange
Commission. No commitments have been received as of
this date.
The Registrant was, in effect, a dormant concern for
the past five years. Present management has
successfully revived the Company and is intent on
building a strong and viable business.
(b) Managements discussion and analysis of
Financial Condition and Results of
Operations.
Liquidity and Capital Resources
The Registrant is a development stage company and has
not had any revenues for the past year. A shareholder
of the Company advanced $20,000 in May, 1999 to pay
consulting, filing and accounting fees and working
capital.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
On January 10, 2000 a General Meeting of
Stockholders endorsed a management proposal to
forward split the Companys common stock on a 3-1
basis. The stockholders also voted to cancel 1000000
shares of preferred stock. The complete Proxy
Statement and Solicitation and the results of the
meeting are contained in the Form 8K incorporated
into this document by reference as Exhibit C.
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Securities
Holders
On December 1, 1999, management submitted a Proxy
Statement and Solicitation and notice of a
General Meeting of Stockholders to the Securities
and Exchange Commission for review. The Proxy
Statement was mailed to stockholders on December
21, 1999 for the meeting to be held January 10,
2000. In that Proxy Solicitation, the following
items were put before the stockholders:
a) the election of three directors (one
incumbent and two new);
b) endorsement of the acquisition of new
assets;
c) change of the Companys name to RF
Technology, Inc.;
d) increase of the authorized capital to
100,000,000 shares of common stock and
10,000,000 shares of preferred stock.; and
e) forward split of the issued and
outstanding stock on a 3-1 basis.
All motions were carried without opposition. See
Exhibit C.
Item 5. Other Information
None
Item 6. Exhibits and Reports
on Form 8K
On January 10, 2000 the Company filed a Form 8K
recording all of the above events. A copy of this Form
8K is incorporation into this document by reference as
Exhibit C.
SIGNATURES
In accordance with the requirements of the
Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned,
hereunto duly authorized.
RF TECHNOLOGY, INC.
Dated May 10, 2000 /S/ Ronald
Lambrecht
Ronald Lambrecht,
President and Director
EXHIBIT A
FINANCIAL STATEMENTS
RF TECHNOLOGY, INC.
(Formerly PM Management Systems, Inc.)
FINANCIAL STATEMENTS
For the three months ended March 31, 2000
RF TECHNOLOGY, INC.
(Formerly PM Management Systems, Inc.)
(A development stage company)
BALANCE SHEETS
AS AT MARCH 31, 2000 AND 1999
ASSETS
2000 1999
CURRENT ASSETS
CASH 6,382 0
FIXED ASSETS
EQUIPMENT 200 0
QTHER ASSETS
RIGHTS, TITLE TO PLASTIC
SNIFFING TECHNOLOGY 20,000 0
TOTAL ASSETS 26,582 0
RF TECHNOLOGY, INC.
(Formerly PM Management Systems, Inc.)
(A development stage company)
BALANCE SHEETS
AS AT MARCH 31, 2000 AND 1999
LIABILITIES AND STOCKHOLDERS' EQUITY
2000 1999
CURRENT LIABILITIES:
Due to a related party 24,350 0
STOCKHOLDERS' EQUITY:
Common Stock no par value per share,
Authorized shares,
Issued and outstanding 7,060,000
and 2,020,000 94,150 74,150
Preferred Stock, no par value,
Authorized, Issued and Outstanding
O and 1,000,000 0 1,000
SUBTOTAL: 94,150 75,150
Deficit accumulated during
the development stage (91,768) (75,000)
Treasury Stock ( 150) ( 150)
TOTAL STOCKHOLDERS' EQUITY 2,232 0
TOTAL LIABILITIES AND
STOCKHOLDERS= EQUITY 26,582 0
RF TECHNOLOGY, INC.
(Formerly P.M. Management Systems, Inc.)
(A development stage company)
STATEMENTS 0F OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
2000 1999
REVENUES: 0 0
OPERATING EXPENSES: ( 13,418) 0
OTHER INCOME:
CANCELLATION OF 1,000,000
PREFERRED SHARES 1,000 0
NET (LOSS) FOR THE PERIOD (12,418) 0
NET (LOSS) PER COMMON SHARE: N/A N/A
WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING 7,060,000 2,020,000
RF TECHNOLOGY,
INC.
(FORMERLY pm Management Systems, Inc.)
(A development stage company)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
2000 1999
CASH PROVIDE BY (USED FOR)
OPERATING ACTIVITIES:
(LOSS) for the period (12,418) 0
Net increase in Accounts Payable 20,000 0
7,582 0
NET CASH PROVIDED BY
FINANCING ACTIVITIES:
Issuance of common stock 20,000 0
Cancellation of preferred stock 1,000 0
19,000 0
NET CASH USED FOR
INVESTING ACTIVITIES:
Purchase of equipment (200) 0
Purchase of technology (20,000) 0
20200 0
NET INCREASE IN CASH: 6,382 0
CASH beginning of the period: 0 0
CASH, end of the period 6,382 0
RF TECHNOLOGY, INC.
(Formerly PM Management Systems, Inc.)
(A development stage company)
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Number of Number of During The
Shares Share Amount Amount Treasury Development
common Preferred Common Preferred Stock Stage Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balance
January 1,
1996 10000000 1000000 1999150 1000 (150) (75000) 1925000
Cancellation
Of purchase
Of Ad-A-Cab
America, LLC
&cancellation
of 7,980,000
common shares
25
January 1996 (7980000) 0 (1925000) 0 0 0 (1925000)
Net Loss
For the
Year ended
12/31/96 0 0 0 0 0 0 0
Balance
12/31/96 2020000 1000000 74150 1,000 (150) (75000) 0
Net Loss
For year
Ended
12/31/97 0 0 0 0 0 0 0
Balance
12/31/97 2020000 1000000 74150 1000 ( 150) (75000) 0
Net Loss
For year
Ended
12/31/98 0 0 0 0 0 0 0
December 31,
1998 2020000 1000000 74,150 1,000 (150) (75,000) 0
Net Loss for
the year
ended 1999 0 0 0 0 0 (4,350) (4,350)
December 31,
1999
Carried
Forward 2020000 1000000 74,150 1,000 (150) (79,350) (4,350)
</TABLE>
RF TECHNOLOGY, INC.
(Formerly PM Management Systems, Inc.)
(A development stage company)
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Number of Number of During The
Shares Share Amount Amount Treasury Development
Common Preferred Common Preferred Stock Stage Total
<S> <C> <C> <C> <C> <C> <C> <C>
December 31,
1999 Brought
Forward 2020000 1000000 74150 1,000 (150) (79,350) (4,350)
3 for 1
Stock
Split 7060000 0 0 0 0 0 0
Cancellation
Of Preferred
Shares 0 (1000000) 0 (1000) 0 0 (1,000)
Stock Issued
For Techno-
logy 1000000 0 20000 0 0 0 20000
Net Loss
For The
Period 0 0 0 0 0 (12,418) (12,418)
Balances,
March 31,
2000 7060000 0 94150 0 (150) (91,768) 2,232
</TABLE>
EXHIBIT B
ACQUISITION AND EMPLOYMENT AGREEMENT
R. E. SURRAN
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is made and entered into this 8th
day of February, 2000 by and between RF Technologies,
Inc., a Colorado corporation (herein ARF or
A Purchaser, and R. E. Surran, an individual (herein
Surran or Seller).
WHEREAS Surran has developed certain technology
for manufacture of a radio-frequency device for
locating plastic buried underground (the Technology);
and
WHEREAS RF desires to acquire the rights to the
Technology in order to manufacture and market devices
for locating plastic buried underground using the
Technology (the ADevices@); and
WHEREAS RF is in the process of filing an
information statement on Form 10 with the US Securities
& Exchange Commission with the intention of becoming a
publicly traded company on the NASDAQ Electronic
Bulletin Board;
NOW THEREFORE, based on the terms and conditions
outlined herein, Surran and RF agree to the following:
The Rights. Surran agrees to sell the exclusive world-
wide rights to the Technology and the exclusive world-
wide rights to market the Device to RF for the
Consideration, as herein defined.
1. Consideration.
1) Shares. RF agrees to issue Surran a certificate
evidencing ownership of one million (1,000,000) shares
of RF common stock (the Shares). Surran acknowledges
that the Shares are subject to Rule 144 and will bear a
legend restricting their sale.
2) Funds. RF agrees to pay Surran the amount of
Fifty Thousand US Dollars (US $50,000) not later than
ninety (90) days from the inception of trading of RF
shares in the public market.
2. Royalty. RF agrees to pay Surran a royalty of 4%
of gross sales of the Device (the Royalty). The
Royalty will be paid by the thirtieth day of the month
following any sale of Device(s). The obligations of
this Section 2 will survive the termination of any
business or employment relationship between the
parties.
3. Employment Contract. RF agrees to enter into an
employment contract with Surran for a term of one year,
automatically renewable for additional one year terms
absent written 30-day notice provided by either party
to the other, for a salary of $6,000 per month plus
reasonable expenses approved by RF. A copy of the
employment contract is appended hereto as Exhibit AA.
4. Obligations of Purchaser. Purchaser agrees to
fund the marketing and manufacture of the Device for
both military and civilian applications. Purchaser
further agrees to use its best efforts to market the
Device to both military and civilian buyers.
5. Sellers Obligations. Seller agrees to provide to
Purchaser all technical specifications, drawings,
methodology and the like necessary for the manufacture
of the Device. Seller agrees to assist Purchaser in
designing and setting up the manufacture of the Device.
Seller agrees to assist Purchaser in filing for a
patent on the Device, which patent upon issuance shall
be the property of Purchaser. Any design improvements,
changes, adaptations, or the like made by Surran or by
any employee of RF shall be the property of RF. A
description of the Technology is appended hereto as
Exhibit AB@.
1. 6. Confidential Information. RF and Surran are
the owners of certain products, technology,
information, customer lists, services, processes,
financial information, pending or prospective
transactions/proposals, operating and marketing plans
and procedures, designs, product formulas,
specifications, manufacturing methods, ideas,
prototypes, software, patent, trademark and copyright
applications or registrations and other similar data
relating to each party=s business which data is not
publicly known and derives economic value from not
being publicly known (collectively Confidential
Information). Each party agrees that it will not use
or disclose to third parties any Confidential
Information it receives from the other, except as may
be contemplated by this Agreement. Each party agrees
that it will take all reasonable precautions to assure
that no Confidential Information is conveyed to any
officer, employee, agent, manufacturer, or other third
party who does not have a need to know such
Confidential Information. The obligations created by
this Section 6 shall survive the termination of this
Agreement or any business relationship between the
parties. Any Confidential Information contained in any
writing will be returned to the other party promptly
upon written request, together with any reproductions
thereof.
7. Breach of Agreement. In the event of a material
breach of this Agreement, the non-breaching party may
provide written notice of such breach to the breaching
party. Upon receipt, the breaching party shall have 30
days to correct such breach, after which the
termination shall be effective if not so corrected.
8. Notice. Any notice required or permitted to be
given under this Agreement shall be in writing and sent
by telecopy, personal delivery, or certified mail,
return receipt requested, as follows:
If to RF:RF Technologies, Inc.
P. O. Box 2270
Kalispell MT 59903-2270
Fax: 406-752-5563
If to Surran:R. E. Surran
9934 East Wood Drive
Scottsdale AZ 95260
Fax: 602-451-4459
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed as of the date herein first
above written.
RF Technologies, Inc.
By: S/S R.E. SurranBy: S/S Ronald T. Lambrecht
R.E. SurranRonald T. Lambrecht, President
EXHIBIT A
EMPLOYMENT CONTRACT
On February 8, 2000, RF TECHNOLOGIES, INC., a Colorado
corporation ("Employer"), and RICHARD E. SURRAN
(AEmployee") agree as follows:
1. TERM. Employer hereby employs Employee and Employee
hereby accepts employment on the terms and conditions
hereinafter set forth. The term of this Agreement shalL
commence on the date hereof and shall terminate on
_____________, 2001. Unless written notice is given by
either Employee or Employer at least thirty (30) days
prior to the end of the term (including any renewal
pursuant to this sentence) this Agreement shall
automatically renew for consecutive one (1) year
periods. Said term may be sooner terminated as
hereinafter provided, and if the term is so terminated,
all references herein to the term of this Agreement
shall mean the original term as so shortened, except
where the context otherwise requires.
2. DUTIES. Employee agrees to serve Employer as head of
Its "Don't Panic" division or in such other capacities
as may be requested from time to time by the President
of Employer. Employer shall periodically prepare
timetables of tasks to be performed by Employee. During
the term of this Agreement, Employee will devote his
full time and exclusive attention to, and use his best
efforts to advance, the business and welfare of
Employer. During the term of this Agreement, Employee
will not engage in any other employment activities for
any direct or indirect remuneration without the prior
written consent of Employer. Employee shall not be
required to relocate from Maricopa County, ArIzona, but
agrees to undertake all reasonable travel required by
Employer to be conducted In connection with the
performance of his duties.
3. SALARY AND BENEFITS.
3.1. Base Salary. During the term of this Agreement
Employer shall pay Employee a salary at the rate of
Seventy-Two Thousand Dollars ($72,000) per year, or
such greater amount as may be established by Employer=s
President, payable in appropriate installments to
conform with the regular payroll dates for salaried
personnel of Employer and subject to payroll deductions
as may be necessary or customary in respect of such
salaried personnel.
3.2. Incentive Compensation. In addition to the base
salary to which Employee is entitled pursuant to
Section 3.1, Employer will pay to Employee additional
compensation (a "Bonus"), at the discretion of
Employer's President, in relation to the value of any
products, business opportunities or services provided
by Employee to Employer which exceed the scope of this
Agreement. It is the expectation, although not the
commitment, of Employer and Employee, that his total
compensation will exceed One Hundred Thousand Dollars
($100,000) per year.
3.3. Vacations. Employee shall be entitled to four (4)
weeks of paid vacation in each year during the term of
this Agreement.
3.4. Medical Insurance and Other Benefits. During the
term of this Agreement Employer shall furnish Employee
with the same medical and hospital insurance, death,
corporate expense account, stock participation and
other benefits furnished to other executive employees
of Employer. Employer agrees to provide Employee with
a term life insurance policy for AKey Man@ insurance
payable to both Employer and to Employee=s family.
4. CONFIDENTIAL INFORMATION AND RESTRICTED ACTIVITIES.
4.1. Non-disclosure and Non-use Of Confidential
information. Employee acknowledges that Employer
continually develops Confidential Information (as
defined in Section 4.7), that Employee may develop
Confidential information for Employer and that Employee
may learn of Confidential information during the course
of his employment. Employee will comply with Employer's
policies and procedures for protecting Confidential
Information and, except as required by the nature of
his duties, Employee will never, directly or
indirectly, use or disclose any Confidential
Information without the prior written consent of
Employer's President. Employee understands that this
restriction will continue to apply after his employment
terminates.
4.2. Use and Return of Property and Documents. Employee
will protect the integrity of Confidential Information
and keep confidential all documents, customer lists,
records of research, proposals, reports memoranda,
computer software and programming, financial
information, and other materials ("Documents")
including any copies thereof, in which Confidential
Information may be contained. Employee will not copy
any Documents except as required by the nature of his
duties. Employee will not remove any Documents or
copies from Employer's premises unless authorized by
Employer's President. Employee will return to Employer
immediately after his employment terminates all
Documents and copies and any other property of Employer
then in his possession or control.
4.3. Assignments of Rights. Employee will promptly and
fully disclose all Company Property (as defined in
Section 4.7) to Employer. Employee hereby assigns and
agrees to assign to Employer (or as otherwise directed
by Employer) his full right, title and interest to all
Company Property. Employee agrees to execute any and
all applications for domestic and foreign patents,
copyrights or other proprietary rights and do such
other acts (including, among others, the execution and
delivery of instruments of further assurance or
confirmation) requested by Employer to assign the
Company Property to Employer and to permIt Employer to
enforce any patents, copyrights or other proprietary
rights In the Company Property. Employee will not
charge Employer for his time spent in complying with
these obligations. All copyrightable works that
Employee creates shall be considered works made for
hire. Employee acknowledges that he has read and
understands California Labor Code Section 2870, whIch
reads as follows:
(a) Any provision in an employment agreement which
provides that an employee shall assign, or offer to
assign, any of his or her rights in an invention to his
or her employer shall not apply to an invention that
the employee developed entirely on his or her own time
without using the employer's equipment, supplies,
facilities or trade secret information except for those
inventions that either:
(1) Relate at the time of conception or reduction to
practice of the invention to the employers business,
or actual or demonstrably anticipated research or
development of the employer.
(2) Result from any work performed by the employee for
the employer.
(b) To the extent a provision in an employment
agreement purports to require an employee to assign an
invention otherwise excluded the provision is against
the public policy of this state and is unenforceable.
Employee and Employer agree to be bound by the terms of
this California Labor Code Section 2870 as respects
their rights to any invention. Employee understands
that his obligations under this Agreement do not apply
to an invention which qualifies fully under the
provisions of Section 2870.
4.4. Non-Recruitment. For a period of one (1) year
after his employment with Employer terminates, Employee
will not, and will not assist anyone else to, hire any
employee of Employer or seek to persuade any employee
of Employer to discontinue employment or to become
employed in any business directly or indirectly
competitive with Employer's business, nor seek to
persuade any independent contractor or supplier or
Employer to discontinue its relationship or violate any
agreement with Employer.
4.5. Restricted Activities. Employee agrees that some
restrictions on his activities during and after his
employment are necessary to protect the goodwill,
Confidential Information and other legitimate interests
of Employer. While Employee is employed by Employer and
for a period of one (1) year after his employment
terminates Employee will not compete, directly or
indirectly, with Employer whether as an employee,
consultant, agent, partner, principal, investor or
otherwise. Specifically. but without limiting the
foregoing, Employee agrees not to engage in any manner
in any activity that is directly or indirectly
competitive or potentially competitive with the
business of Employer as conducted at any time during
his employment. Restricted activity shall include
accepting employment or a consulting position with any
person who is, or at any time within one year prior to
Employee's termination has been, a customer of
Employer. For purposes of this provision, the business
shall include all services offered by the Company in
any manner. The foregoing restrictions shall not
prevent Employee's owning one percent (1%) or less of
the equity securities of any publicly traded company.
4.6. Notification Requirement. Until three (3) months
after the period set forth in Section 4.5, Employee
will notify Employer in writing of any change in his
address and of each new job or other business activity
in which he plans to engage, at least fifteen (15) days
prior to beginning such job or activity. Such notice
shall state the name and address of any new employer
and the nature of Employee's position.
4.7. Definition. For the purposes of this Agreement,
the following definitions shall apply:
Company Property shall mean developments, methods of
doing business, compositions, works, concepts and ideas
(whether or not patentable or copyrightable or
constituting trade secrets) conceived, made, created,
developed or reduced to writing or practice by Employee
(whether alone or with others, and whether or not
during normal business hours or on or off Employer's
premises) during Employee's employment that relate to
either the services provided by, business of, or any
prospective activity of, Employer known to Employee as
a result of his employment.
Confidential Information shall mean any and all
Information of Employer that Is not generally known in
the radio frequency products business or that is not
generally known by others with whom Employer does or
plans to compete or do business. Confidential
information includes, without limitation, such
information relating to (i) Employer's development,
research and marketing activities, (ii) Employer's
financial statements and strategic plans, (iii) the
identity and special needs of Employer's customers and
(iv) people and organizations with whom Employer has
business relationships and those relationships.
Confidential information also includes such information
that Employer may receive or have received belonging to
customers or others who do business with Employer and,
except to the extent disclosed by Employer on a
nonconfidentlal basis, the Company Property.
4.8. Remedies. Employee acknowledges that, were he to
breach the provisions of this Section 4, the harm to
Employer would be irreparable. Employee therefore
agrees that, in addition to damages and attorneys'
fees, Employer shall be entitled to obtain (and
Employee will not contest) preliminary and permanent
injunctive relief against any such breach, without
having to post a bond.
5. EXPENSES. Employer will pay or reimburse Employee
for such reasonable travel, entertainment or other
expenses as he may incur at the request of Employer
during the term of this Agreement In connection with
the performance of his duties hereunder. Employee shall
furnish Employer with such evidence that such expenses
were incurred as Employer may from time to time
reasonably require or request.
7. PARTIAL DISABILITY OF EMPLOYEE. If Employee becomes
disabled by reason of illness or other incapacity
extending for a period of more than twelve (12)
consecutive weeks during which Employee is unable to
perform his duties hereunder on a full-time basis but
Is able to perform his duties hereunder on a part-time
basis, all amounts otherwise payable to Employee shall
be proportionately reduced with respect to the period
commencing at the end of said twelve (12) week period
to reflect the extent to which Employee's working time
is reduced below a level which would result in Employee
working one thousand eight hundred (1,800) hours per
year. In determining when Employee becomes disabled,
the same criteria shall be applicable as are used in
the disability insurance policy Employer maintains for
its employees.
8. TERMINATION. This Agreement, and all obligations of
Employer to pay base salary, Bonuses and benefits to
Employee, shall terminate on the first to occur of the
following:
(a) The death of Employee;
(b) The permanent disability of Employee (which, for
purposes hereof, shall have the same meaning as In
Employer's disability insurance policy or, in the
absence of such a policy, the continuous loss of one-
half (1/2) or more of the time spent by Employee in the
usual daily performance of his duties as a result of
physical or mental illness for a period In excess of
ninety (90) consecutive days);
(c) At such time, if any, as Employer ceases to conduct
business for any reason whatsoever; or
(d) At the election of Employer, for good cause (as
defined in Section 9).
9. GOOD CAUSE. The term good cause is defined as any
one or more of the following occurrences:
(a) Employee's breach of any of the covenants contained
in Section 4 of this Agreement;
(b) Employee's conviction by, or entry of a plea of
guilty or nolo contendere in a court of competent and
final jurisdiction for any crime Involving moral
turpitude or punishable by imprisonment in the
jurisdiction involved;
(c) Employees commission of an act of fraud, whether
prior to or subsequent to the date hereof upon
Employer;
(d) Employee's continuing failure or refusal to perform
his duties as required by this Agreement (including the
failure to complete tasks in accordance with a
reasonable timetable presented to Employee as described
in Section 2), provided, that termination of Employee's
employment pursuant to this paragraph (d) shall not
constitute valid termination for cause unless Employee
shall have first received written notice from the
President of Empioyer stating with specificity the
nature of such failure or refusal and affording
Employee at least ten (10) days to correct the act or
omission complained of;
(e) Gross negligence, insubordinatIon, material
violation by Employee of any duty of loyalty to
Employer or any other material misconduct on the part
of Employee, provided that termination of Employee's
employment pursuant to this paragraph (e) shall not
constitute valid termination for cause unless Employee
shall have first received written notice from the
President of Employer stating with specificity the
nature of such failure or refusal and affording
Employee at least ten (10) days to correct the act or
omission complained of; or
(f) Employee's commission of any act which Is
detrimental to Employer's business or goodwill.
10. MISCELLANEOUS.
10.1. Modification and Waiver of Breach. No waiver or
modification of this Agreement shall be binding unless
it is in writing signed by the parties hereto. No
waiver of a breach hereof shall be deemed to constitute
a waiver of a future breach, whether of a similar or
dissimilar nature.
10.2. Assignment. The rights of Employer under this
Agreement may, without the consent of Employee, be
assigned by Employer, in its sole and unfettered
discretion (a) to any person, firm, corporation, or
other business entity which at any time, whether by
purchase, merger, or otherwise, directly or indirectly,
acquires all or substantially all of the assets or
business of Employer, or (b) to any subsidiary or
affiliate of Employer, or any transferee, whether by
purchase, merger or otherwise, which directly or
indirectly acquires all or substantially all of the
assets of Employer or such subsidiary or affiliate.
10.3. Notices. All notices and other communications
required or permitted under this Agreement shall be in
writing, served personally on, or mailed by certified
or registered United States mail to, the party to be
charged with receipt thereof. Notices and other
communications served by mail shall be deemed given
hereunder 72 hours after deposit of such notice or
communication in the United States Post Office as
certified or registered mail with postage prepaid and
duly addressed to whom such notice or communication is
to be given, in the case of (a) Employer, to: RF
Technologies, Inc., P. O. Box 2270, Kalispell, MT 59903-
2270; or (b) Employee, to: Richard E. Surran, 9934 East
Wood Drive, Scottsdale, Arizona, 88260. Any such party
may change said party's address for purposes of this
Section by giving to the party intended to be bound
thereby, in the manner provided herein, a written
notice of such change.
10.4. Counterparts. This instrument may be executed In
one or more counter-parts, each of which shall be
deemed an original, but all of which together shall
constitute one and the same Agreement.
10.5. Construction of Agreement. This Agreement shall
be construed in accordance with, and governed by, the
laws of the State of Colorado applicable to agreements
executed and to be performed in Colorado.
10.6. Complete Agreement. This Agreement contains the
entire agreement between the parties hereto wIth
respect to the transactions contemplated by this
Agreement and supersedes all previous oral and written
and all contemporaneous oral negotiations, commitments,
writings, and understandings.
10.7. Non-Transferability of Interest. None of the
rights of Employee to receive any form of compensation
payable pursuant to this Agreement shall be assignable
or transferable except through a testamentary
disposition or by the laws of descent and distribution
upon the death of Employee. Any attempted assignment,
transfer, conveyance, or other disposition (other than
as aforesaid) of any interest in the rights of Employee
to receive any form of compensation to be made by
Employer pursuant to this Agreement shall be void.
10.8. Legal Fees. If any legal action, arbitration or
other proceeding is brought for the enforcement of this
Agreement, or because of any alleged dispute, breach,
default or misrepresentation in connection with this
Agreement, the successful or prevailing party shall be
entitled to recover reasonable attorneys' fees and
other costs it Incurred in that action or proceeding,
in addition to any other relief to which it may be
entitled.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement on the day and year first above written.
EMPLOYEE: EMPLOYER:
RF TECHNOLOGIES, INC.
/S/ RICHARD E. SURRANBy: /S/ RONALD LAMBRECHT
Richard E. Surran Ronald Lambrecht, President
_____________________________
EXHIBIT C
FORM 8K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 10, 2000.
RF TECHNOLOGY, INC.
(Formerly PM Management Systems, Inc.)
Colorado 84 - 1193941 000 -22678
(State or other jurisdiction of IRS employee Commission File
incorporation or organization Identification No.
No.
PO Box 2270, Kalispell, Montana 59903
(Address of Principal Executive offices)
Registrants telephone number, including area
code: (406) 257-1085
Item 1. Changes in Control of Registrant
On January 10, 2000 at a special shareholders=
meeting, a quorum being present all votes present
(either by proxy or in person): the following measures
were carried:
9) Anthony Feimann the Company=s Secretary and
director was reelected for an additional term of one
year;
10) Ronald Lambrecht and Eberhard Mueller were elected
as directors and at a Board of Directors meeting held
immediately after the election, were named President
and Treasurer respectively; Mr. Feimann was re-
appointed Secretary.
11) All issued and outstanding Preferred shares were
cancelled without opposition
Item 2. Acquisition or Disposition of Assets
Acquisition of the plastic sniffing technology was
confirmed. Shareholders approved the issuance of
2,000,000 shares of pre-forward-split stock for this
technology. Prior to the meeting, the acquisition was
re-negotiated to 1,000,000 shares of post-forward-split
stock plus a 4 percent royalty. (See exhibit A ).
Item 3. Bankruptcy or receivership
Not Applicable.
Item 4. Changes in Registrant=s Certifying Public
Accountant
Not Applicable.
Item 5. Other Events
At the Special Meeting of Shareholders held
January 10, 2000, the stockholders authorized the
change in capitalization of the Company from 10,000,000
common shares and 1,000,000 preferred shares
authorized, to 100,000,000 million common and
10,000,000 preferred shares authorized;
A 3-1 forward split of the issued and outstanding
shares was authorized, from 2,020,000 shares of common
stock to 6,060,000 shares issued and outstanding;
The name of the Company was changed to RF
Technology, Inc. and the mailing address of the Company
was changed to: PO Box 2270, Kalispell MT 59903.
Item 6. Resignation of Registrant=s Directors
Resignations of Edward Duncan and Timothy Sewell,
dated Dec 28, 1999 were accepted.
(See Exhibit B)
Item 7. Financial Statements and Exhibits
Exhibits A and B are attached to this filing for
reference.
Item 8. Change in Fiscal Year
Not Applicable.
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Registrant has caused this
report to be signed in its behalf by the undersigned,
hereunto duly authorized.
Dated: February 10, 2000RF Technology, Inc.
S/S___Ronald T. Lambrecht
Ronald T. Lambrecht, President
EXHIBIT A
RF TECHNOLOGIES, INC./R.E. SURRAN
PURCHASE AND EMPLOYMENT AGREEMENT
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is made and entered into this 8th
day of February, 2000 by and between RF Technologies,
Inc., a Colorado corporation (herein ARF or
A Purchaser), and R. E. Surran, an individual (herein
Surran or Seller).
WHEREAS Surran has developed certain technology
for manufacture of a radio-frequency device for
locating plastic buried underground (the Technology);
and
WHEREAS RF desires to acquire the rights to the
Technology in order to manufacture and market devices
for locating plastic buried underground using the
Technology (the Devices); and
WHEREAS RF is in the process of filing an
information statement on Form 10 with the US Securities
& Exchange Commission with the intention of becoming a
publicly traded company on the NASDAQ Electronic
Bulletin Board;
NOW THEREFORE, based on the terms and conditions
outlined herein, Surran and RF agree to the following:
12. The Rights. Surran agrees to sell the exclusive
world-wide rights to the Technology and the exclusive
world-wide rights to market the Device to RF for the
Consideration, as herein defined.
13. Consideration.
14.
1) Shares. RF agrees to issue Surran a certificate
evidencing ownership of one million (1,000,000) shares
of RF common stock (the Shares). Surran acknowledges
that the Shares are subject to Rule 144 and will bear a
legend restricting their sale.
2) Funds. RF agrees to pay Surran the amount of
Fifty Thousand US Dollars (US $50,000) not later than
ninety (90) days from the inception of trading of RF
shares in the public market.
3)
15. Royalty. RF agrees to pay Surran a royalty of 4%
of gross sales of the Device (the Royalty). The
Royalty will be paid by the thirtieth day of the month
following any sale of Device(s). The obligations of
this Section 2 will survive the termination of any
business or employment relationship between the
parties.
16. Employment Contract. RF agrees to enter into an
employment contract with Surran for a term of one year,
automatically renewable for additional one year terms
absent written 30-day notice provided by either party
to the other, for a salary of $6,000 per month plus
reasonable expenses approved by RF. A copy of the
employment contract is appended hereto as Exhibit AA@.
17. Obligations of Purchaser. Purchaser agrees to
fund the marketing and manufacture of the Device for
both military and civilian applications. Purchaser
further agrees to use its best efforts to market the
Device to both military and civilian buyers.
18. Sellers Obligations. Seller agrees to provide to
Purchaser all technical specifications, drawings,
methodology and the like necessary for the manufacture
of the Device. Seller agrees to assist Purchaser in
designing and setting up the manufacture of the Device.
Seller agrees to assist Purchaser in filing for a
patent on the Device, which patent upon issuance shall
be the property of Purchaser. Any design improvements,
changes, adaptations, or the like made by Surran or by
any employee of RF shall be the property of RF. A
description of the Technology is appended hereto as
Exhibit A@.
19. Confidential Information. RF and Surran are the
owners of certain products, technology, information,
customer lists, services, processes, financial
information, pending or prospective
transactions/proposals, operating and marketing plans
and procedures, designs, product formulas,
specifications, manufacturing methods, ideas,
prototypes, software, patent, trademark and copyright
applications or registrations and other similar data
relating to each partys business which data is not
publicly known and derives economic value from not
being publicly known (collectively Confidential
Information). Each party agrees that it will not use
or disclose to third parties any Confidential
Information it receives from the other, except as may
be contemplated by this Agreement. Each party agrees
that it will take all reasonable precautions to assure
that no Confidential Information is conveyed to any
officer, employee, agent, manufacturer, or other third
party who does not have a need to know such
Confidential Information. The obligations created by
this Section 6 shall survive the termination of this
Agreement or any business relationship between the
parties. Any Confidential Information contained in any
writing will be returned to the other party promptly
upon written request, together with any reproductions
thereof.
20. Breach of Agreement. In the event of a material
breach of this Agreement, the non-breaching party may
provide written notice of such breach to the breaching
party. Upon receipt, the breaching party shall have 30
days to correct such breach, after which the
termination shall be effective if not so corrected.
21. Notice. Any notice required or permitted to be
given under this Agreement shall be in writing and sent
by telecopy, personal delivery, or certified mail,
return receipt requested, as follows:
1. If to RF: RF Technologies, Inc.
P. O. Box 2270
Kalispell MT 59903-2270
Fax: 406-752-5563
If to Surran: R. E. Surran
9934 East Wood Drive
Scottsdale AZ 95260
Fax: 602-451-4459
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed as of the date herein first
above written.
RF Technologies,
Inc.
By: S/S R.E. Surran By: S/S Ronald
T. Lambrecht
R.E. Surran Ronald T. Lambrecht,
President
EXHIBIT A
EMPLOYMENT CONTRACT
On February 8, 2000, RF TECHNOLOGIES, INC., a
Colorado corporation ("Employer"), and RICHARD E.
SURRAN (Employee") agree as follows:
1. TERM. Employer hereby employs Employee and Employee
hereby accepts employment on the terms and conditions
hereinafter set forth. The term of this Agreement shall
commence on the date hereof and shall terminate on
_____________, 2001. Unless written notice is given by
either Employee or Employer at least thirty (30) days
prior to the end of the term (including any renewal
pursuant to this sentence) this Agreement shall
automatically renew for consecutive one (1) year
periods. Said term may be sooner terminated as
hereinafter provided, and if the term is so terminated,
all references herein to the term of this Agreement
shall mean the original term as so shortened, except
where the context otherwise requires.
2. DUTIES. Employee agrees to serve Employer as head of
Its "Don't Panic" division or in such other capacities
as may be requested from time to time by the President
of Employer. Employer shall periodically prepare
timetables of tasks to be performed by Employee. During
the term of this Agreement, Employee will devote his
full time and exclusive attention to, and use his best
efforts to advance, the business and welfare of
Employer. During the term of this Agreement, Employee
will not engage in any other employment activities for
any direct or indirect remuneration without the prior
written consent of Employer. Employee shall not be
required to relocate from Maricopa County, ArIzona, but
agrees to undertake all reasonable travel required by
Employer to be conducted In connection with the
performance of his duties.
3. SALARY AND BENEFITS.
3.1. Base Salary. During the term of this
Agreement Employer shall pay Employee a salary at the
rate of Seventy-Two Thousand Dollars ($72,000) per
year, or such greater amount as may be established by
Employer=s President, payable in appropriate
installments to conform with the regular payroll dates
for salaried personnel of Employer and subject to
payroll deductions as may be necessary or customary in
respect of such salaried personnel.
3.2. Incentive Compensation. In addition to the
base salary to which Employee is entitled pursuant to
Section 3.1, Employer will pay to Employee additional
compensation (a "Bonus"), at the discretion of
Employer's President, in relation to the value of any
products, business opportunities or services provided
by Employee to Employer which exceed the scope of this
Agreement. It is the expectation, although not the
commitment, of Employer and Employee, that his total
compensation will exceed One Hundred Thousand Dollars
($100,000) per year.
3.3. Vacations. Employee shall be entitled to four
(4) weeks of paid vacation in each year during the term
of this Agreement.
3.4. Medical Insurance and Other Benefits. During
the term of this Agreement Employer shall furnish
Employee with the same medical and hospital insurance,
death, corporate expense account, stock participation
and other benefits furnished to other executive
employees of Employer. Employer agrees to provide
Employee with a term life insurance policy for AKey
Man@ insurance payable to both Employer and to
Employee=s family.
4. CONFIDENTIAL INFORMATION AND RESTRICTED ACTIVITIES.
4.1. Non-disclosure and Non-use Of Confidential
information. Employee acknowledges that Employer
continually develops Confidential Information (as
defined in Section 4.7), that Employee may develop
Confidential information for Employer and that Employee
may learn of Confidential information during the course
of his employment. Employee will comply with Employer's
policies and procedures for protecting Confidential
Information and, except as required by the nature of
his duties, Employee will never, directly or
indirectly, use or disclose any Confidential
Information without the prior written consent of
Employer's President. Employee understands that this
restriction will continue to apply after his employment
terminates.
4.2. Use and Return of Property and Documents.
Employee will protect the integrity of Confidential
Information and keep confidential all documents,
customer lists, records of research, proposals, reports
memoranda, computer software and programming, financial
information, and other materials ("Documents")
including any copies thereof, in which Confidential
Information may be contained. Employee will not copy
any Documents except as required by the nature of his
duties. Employee will not remove any Documents or
copies from Employer's premises unless authorized by
Employer's President. Employee will return to Employer
immediately after his employment terminates all
Documents and copies and any other property of Employer
then in his possession or control.
4.3. Assignments of Rights. Employee will promptly
and fully disclose all Company Property (as defined in
Section 4.7) to Employer. Employee hereby assigns and
agrees to assign to Employer (or as otherwise directed
by Employer) his full right, title and interest to all
Company Property. Employee agrees to execute any and
all applications for domestic and foreign patents,
copyrights or other proprietary rights and do such
other acts (including, among others, the execution and
delivery of instruments of further assurance or
confirmation) requested by Employer to assign the
Company Property to Employer and to permIt Employer to
enforce any patents, copyrights or other proprietary
rights In the Company Property. Employee will not
charge Employer for his time spent in complying with
these obligations. All copyrightable works that
Employee creates shall be considered works made for
hire. Employee acknowledges that he has read and
understands California Labor Code Section 2870, whIch
reads as follows:
(a) Any provision in an employment
agreement which provides that an employee
shall assign, or offer to assign, any of his
or her rights in an invention to his or her
employer shall not apply to an invention that
the employee developed entirely on his or her
own time without using the employer's
equipment, supplies, facilities or trade
secret information except for those
inventions that either:
(1) Relate at the time of
conception or reduction to practice of the
invention to the employer=s business, or
actual or demonstrably anticipated research
or development of the employer.
(2) Result from any work performed
by the employee for the employer.
(b) To the extent a provision in an
employment agreement purports to require an
employee to assign an invention otherwise
excluded the provision is against the public
policy of this state and is unenforceable.
Employee and Employer agree to be bound by the terms of
this California Labor Code Section 2870 as respects
their rights to any invention. Employee understands
that his obligations under this Agreement do not apply
to an invention which qualifies fully under the
provisions of Section 2870.
4.4. Non-Recruitment. For a period of one (1) year
after his employment with Employer terminates, Employee
will not, and will not assist anyone else to, hire any
employee of Employer or seek to persuade any employee
of Employer to discontinue employment or to become
employed in any business directly or indirectly
competitive with Employer's business, nor seek to
persuade any independent contractor or supplier or
Employer to discontinue its relationship or violate any
agreement with Employer.
4.5. Restricted Activities. Employee agrees that
some restrictions on his activities during and after
his employment are necessary to protect the goodwill,
Confidential Information and other legitimate interests
of Employer. While Employee is employed by Employer and
for a period of one (1) year after his employment
terminates Employee will not compete, directly or
indirectly, with Employer whether as an employee,
consultant, agent, partner, principal, investor or
otherwise. Specifically. but without limiting the
foregoing, Employee agrees not to engage in any manner
in any activity that is directly or indirectly
competitive or potentially competitive with the
business of Employer as conducted at any time during
his employment. Restricted activity shall include
accepting employment or a consulting position with any
person who is, or at any time within one year prior to
Employee's termination has been, a customer of
Employer. For purposes of this provision, the business
shall include all services offered by the Company in
any manner. The foregoing restrictions shall not
prevent Employee's owning one percent (1%) or less of
the equity securities of any publicly traded company.
4.6. Notification Requirement. Until three (3)
months after the period set forth in Section 4.5,
Employee will notify Employer in writing of any change
in his address and of each new job or other business
activity in which he plans to engage, at least fifteen
(15) days prior to beginning such job or activity. Such
notice shall state the name and address of any new
employer and the nature of Employee's position.
4.7. Definition. For the purposes of this
Agreement, the following definitions shall apply:
Company Property shall mean developments, methods
of doing business, compositIons, works, concepts and
ideas (whether or not patentable or copyrightable or
constituting trade secrets) conceived, made, created,
developed or reduced to writing or practice by Employee
(whether alone or with others, and whether or not
during normal business hours or on or off Employer's
premises) during Employee's employment that relate to
either the services provided by, business of, or any
prospective activity of, Employer known to Employee as
a result of his employment.
Confidential Information shall mean any and all
Information of Employer that Is not generally known in
the radio frequency products business or that is not
generally known by others with whom Employer does or
plans to compete or do business. Confidential
information includes, without limitation, such
information relating to (i) Employer's development,
research and marketing activities, (ii) Employer's
financial statements and strategic plans, (iii) the
identity and special needs of Employer's customers and
(iv) people and organizations with whom Employer has
business relationships and those relationships.
Confidential information also includes such information
that Employer may receive or have received belonging to
customers or others who do business with Employer and,
except to the extent disclosed by Employer on a
nonconfidentlal basis, the Company Property.
4.8. Remedies. Employee acknowledges that, were he
to breach the provisions of this Section 4, the harm to
Employer would be irreparable. Employee therefore
agrees that, in addition to damages and attorneys'
fees, Employer shall be entitled to obtain (and
Employee will not contest) preliminary and permanent
injunctive relief against any such breach, without
having to post a bond.
5. EXPENSES. Employer will pay or reimburse Employee
for such reasonable travel, entertainment or other
expenses as he may incur at the request of Employer
during the term of this Agreement In connection with
the performance of his duties hereunder. Employee shall
furnish Employer with such evidence that such expenses
were incurred as Employer may from time to time
reasonably require or request.
7. PARTIAL DISABILITY OF EMPLOYEE. If Employee becomes
disabled by reason of illness or other incapacity
extending for a period of more than twelve (12)
consecutive weeks during which Employee is unable to
perform hIs duties hereunder on a full-time basis but
Is able to perform his duties hereunder on a part-time
basis, all amounts otherwise payable to Employee shall
be proportionately reduced with respect to the period
commencing at the end of said twelve (12) week period
to reflect the extent to which Employee's working time
is reduced below a level which would result in Employee
working one thousand eight hundred (1,800) hours per
year. In determining when Employee becomes disabled,
the same criteria shall be applicable as are used in
the disability insurance polIcy Employer maintains for
its employees.
8. TERMINATION. This Agreement, and all obligations of
Employer to pay base salary, Bonuses and benefits to
Employee, shall terminate on the first to occur of the
following:
(a) The death of Employee;
(b) The permanent disability of Employee (which,
for purposes hereof, shall have the same meaning as In
Employer's disability insurance policy or, in the
absence of such a policy, the continuous loss of one-
half (1/2) or more of the time spent by Employee in the
usual daily performance of his duties as a result of
physical or mental illness for a period In excess of
ninety (90) consecutive days);
(c) At such time, if any, as Employer ceases to
conduct business for any reason whatsoever; or
(d) At the election of Employer, for good cause
(as defined in Section 9).
9. GOOD CAUSE. The term good cause is defined as any
one or more of the following occurrences:
(a) Employee's breach of any of the covenants
contained in Section 4 of this Agreement;
(b) Employee's conviction by, or entry of a plea
of guilty or nolo contendere in a court of competent
and final jurisdiction for any crime Involving moral
turpitude or punishable by imprisonment in the
jurisdIction involved;
(c) Employee=s commission of an act of fraud,
whether prior to or subsequent to the date hereof upon
Employer;
(d) Employee's continuing failure or refusal to
perform his duties as required by this Agreement
(including the failure to complete tasks in accordance
with a reasonable timetable presented to Employee as
described in Section 2), provIded, that termination of
Employee's employment pursuant to this paragraph (d)
shall not constitute valid termination for cause unless
Employee shall have first received written notice from
the President of Empioyer stating with specificity the
nature of such failure or refusal and affording
Employee at least ten (10) days to correct the act or
omission complained of;
(e) Gross negligence, insubordinatIon, material
violation by Employee of any duty of loyalty to
Employer or any other material misconduct on the part
of Employee, provided that termination of Employee's
employment pursuant to this paragraph (e) shall not
constitute valid termination for cause unless Employee
shall have first received written notice from the
President of Employer stating with specificity the
nature of such failure or refusal and affording
Employee at least ten (10) days to correct the act or
omission complained of; or
(f) Employee's commission of any act which Is
detrimental to Employer's business or goodwill.
10. MISCELLANEOUS.
10.1. Modification and Waiver of Breach. No waiver
or modification of this Agreement shall be binding
unless it is in writing signed by the parties hereto.
No waiver of a breach hereof shall be deemed to
constitute a waiver of a future breach, whether of a
similar or dissimilar nature.
10.2. Assignment. The rights of Employer under
this Agreement may, without the consent of Employee, be
assigned by Employer, in its sole and unfettered
discretion (a) to any person, firm, corporation, or
other business entity which at any time, whether by
purchase, merger, or otherwise, directly or indirectly,
acquires all or substantially all of the assets or
business of Employer, or (b) to any subsidiary or
affiliate of Employer, or any transferee, whether by
purchase, merger or otherwise, which directly or
indirectly acquires all or substantially all of the
assets of Employer or such subsidiary or affiliate.
10.3. Notices. All notices and other
communications required or permitted under this
Agreement shall be in writing, served personally on, or
mailed by certified or registered United States mail
to, the party to be charged with receipt thereof.
Notices and other communications served by mail shall
be deemed given hereunder 72 hours after deposit of
such notice or communication in the United States Post
Office as certified or registered mail with postage
prepaid and duly addressed to whom such notice or
communication is to be given, in the case of (a)
Employer, to: RF Technologies, Inc., P. O. Box 2270,
Kalispell, MT 59903-2270; or (b) Employee, to: Richard
E. Surran, 9934 East Wood Drive, Scottsdale, Arizona,
88260. Any such party may change said party's address
for purposes of this Section by giving to the party
intended to be bound thereby, in the manner provided
herein, a written notice of such change.
10.4. Counterparts. This instrument may be
executed In one or more counter-parts, each of which
shall be deemed an original, but all of which together
shall constitute one and the same Agreement.
10.5. Construction of Agreement. This Agreement
shall be construed in accordance with, and governed by,
the laws of the State of Colorado applicable to
agreements executed and to be performed in Colorado.
10.6. Complete Agreement. This Agreement contains
the entire agreement between the parties hereto wIth
respect to the transactions contemplated by this
Agreement and supersedes all previous oral and written
and all contemporaneous oral negotiations, commitments,
writings, and understandings.
10.7. Non-Transferability of Interest. None of the
rights of Employee to receive any form of compensation
payable pursuant to this Agreement shall be assignable
or transferable except through a testamentary
disposition or by the laws of descent and distribution
upon the death of Employee. Any attempted assignment,
transfer, conveyance, or other disposition (other than
as aforesaid) of any interest in the rights of Employee
to receive any form of compensation to be made by
Employer pursuant to this Agreement shall be void.
10.8. Legal Fees. If any legal action, arbitration
or other proceeding is brought for the enforcement of
this Agreement, or because of any alleged dispute,
breach, default or misrepresentation in connection with
this Agreement, the successful or prevailing party
shall be entitled to recover reasonable attorneys' fees
and other costs it Incurred in that action or
proceeding, in addition to any other relief to which it
may be entitled.
IN WITNESS WHEREOF, the undersigned have executed
this Agreement on the day and year first above written.
EMPLOYEE:
EMPLOYER:
RF TECHNOLOGIES,INC.
S/S Richard E. Surran S/S Ronald
T. Lambrecht
Richard E. Surran Ronald T.
Lambrecht, President
EXHIBIT B
DIRECTORS' RESIGNATIONS
December 28, 1999
Board of Directors
PM Management Systems, Inc.
404 Scott Point Drive
Salt Spring Island, BC V8K 2R2
Sirs:
I hereby tender my resignation as a director and
officer of PM Management Systems, Inc.
Thank You.
Yours Truly,
S/S Edward D. Duncan
Edward D. Duncan
December 28, 1999
Board of Directors
PM Management Systems, Inc.
404 Scott Point Drive
Salt Spring Island, BC V8K 2R2
Sirs:
I hereby tender my resignation as a director and
officer of PM Management Systems, Inc.
Thank You.
Yours Truly,
S/S Timothy Sewell
Timothy Sewell
