EXHIBIT 4(A)
CONSULTING AGREEMENTS
This Consulting Agreement ("Agreement") is made effective as of this 29th
day of September, 1999 by and between LONDON MANHATTAN LIMITED, INC. (referred
to herein as "Consultant"), with offices at 3141 Jasmine Drive, Delray Beach,
Florida 33483 and CAM DESIGNS, INC., a Delaware corporation, with a mailing
address of 4 Ash Way, Netherend, Gloucestershire, England GL15 6QA (referred to
herein as "Client').
PREMISES
WHEREAS, Client is seeking to acquire or merge with an operating entity (such
acquisition or merger being referred to herein as a "Business Combination");
WHEREAS, Consultant is in the business of providing consulting and other
services to companies who desire to increase shareholder value through mergers,
acquisitions and divestitures and make other complex structural changes to their
companies;
WHEREAS, Client wishes to obtain the consulting services of Consultant, and
WHEREAS, Consultant is willing to provide such consulting services to Client.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Client and Consultant
agree as follows:
I. ENGAGEMENT OF CONSULTANT. Client hereby retains Consultant to serve Client in
the following areas, referred to collectively herein as the "Consulting
Services."
A. Consult with and assist Client to locate and identify candidates for
positions on the board of directors and fill vacancies in the
officer positions for Client;
B. Consult with and assist Client in locating, negotiating and
consummating a Business Combination with an operating company;
C. Consult with and assist Client in bringing itself current with SEC
filing requirements and its financial records.
D. Consult with and assist Client with debt settlement and resolution
of other outstanding claims or obligations of Client.
THE SCOPE OF CONSULTING SERVICES SPECIFICALLY EXCLUDE CONSULTANT FROM
RENDERING ANY ADVICE AND/OR ASSISTANCE TO CLIENT IN THE AREA OF CAPITAL
FORMATION
II. TERM. This Agreement shall have a term of six (6) months commencing on the
effective date of this Agreement ("Initial Term"). In the event Client
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desires to engage Consultant further, this Agreement shall continue on a
month to month basis after the Initial Term for additional terms provided
in an Addendum to this Agreement executed by both parties, should the
parties be so interested at any particular point.
Ill. COMPENSATION. In consideration of the Consulting Services contemplated
herein, Consultant shall be receive, upon the execution of this Agreement,
a non-refundable engagement fee to be paid as follows:
A. Client shall issue to W. Scott Smith ("Smith") 1,000,000 shares of
its common stock and shall issue 1,000,000 shares of its common
stock to Christopher Taylor ("Taylor") and shall issue 700,000
shares of its common stock to Howard Jenkins ("Jenkins") each of
Smith, Taylor and Jenkins as nominees for Consultant. The Shares
shall be issued solely in exchange for the contemplated Consulting
Services and appropriate investment restrictions shall be noted
against the Shares. Smith, Taylor and Jenkins agree to acquire the
Shares for investment and will not dispose of the Shares in the
absence of registration thereof or applicable exemption under the
Securities Act of 1933, as amended (the "Securities Act").
B. Client agrees to provide Smith, Taylor and Jenkins with registration
rights at Client's cost and expense and include the Shares in a
registration statement to be filed by Client with the Securities and
Exchange Commission ("SEC") within the proximate future on Form S-8
(the "Registration Statement") under the Securities Act.
C. Consultant shall also be entitled to a finder's fee of 10% of any
business opportunity made by the Client as a result of the
introductions of the Consultant, such fee to be in kind as acquired
by the Client.
IV. EXPENSES. Client shall be responsible for all expenses associated with the
Consulting Services contemplated herein. This is in addition to the
Engagement Fee discussed above. The Expenses include but are not limited
to the following:
A. All fees associated with the filing of any forms required by state
or federal agencies to bring about the intent of this Agreement;
B. All fees associated with the services of a transfer agent, including
fees for printing of certificates evidencing shares of Client's
stock and issuance fees required by the transfer agent;
C. All long distance telephone and facsimile costs incurred by
Consultant and all copying, mail and Federal Express or other
express delivery costs incurred by Consultant and all other expenses
reasonably incurred by Consultant in rendering the Consulting
Services contemplated by this Agreement.
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D. Any and all fees associated with obtaining or providing Consultant
with audited financial statements of Client. Consultant will not
perform any accounting services related to Client without obtaining
audited financial statements (NOTE: The cost of this item must he
paid for directly by Client.)
E. Any and all travel, airfare and hotel expenses that Consultant may
reasonably incur in relation to the performance of the Consulting
Services contemplated herein. While circumstances may change, the
parties do not anticipate any travel during this engagement.
V. BEST EFFORTS. Consultant agrees that it will at all times faithfully and
to the best of its experience, ability and talents, perform all the duties
that may be required of and from Consultant pursuant to the terms of this
Agreement. Consultant does not guarantee that its efforts will have any
impact on Client's business or that any subsequent financial improvement
will result from Consultant's efforts.
VI. CLIENT'S REPRESENTATIONS. Client represents, warrants and covenants to
Consultant that each of the following are true and complete as of the date
of this Agreement:
A. Entity Existence. Client is a corporation, duly organised, validly
existing, and in good standing under the laws of the state of its
formation, with full power and authority and all necessary
governmental authorisations to own, lease and operate property and
carry on their business as it is now being conducted. Client is duly
qualified to do business in and is in good standing in every
jurisdiction in which the nature of its business or the property
owned or leased by it makes such qualifications necessary.
B. Involvement in Proceedings or Investigations by Securities
Regulatory Authorities. Client or its officers and 10% or more
owners, and any entity which Client or its affiliates or officers
control, have not been previously involved in any litigation,
investigations or proceedings with the United States Securities and
Exchange Commission or any other State or Foreign Securities
Regulatory organisation, and is not presently indicted and/or was
never convicted of fraud or any similar crime involving any
allegation of dishonesty or theft, nor found guilty or is currently
involved in legal proceedings of such conduct in a civil context,
other than as disclosed and with full and complete details attached
hereto.
C. Disclosure Documents. Client has or will cause to be delivered,
concurrent with the execution of this Agreement, copies of its
entity records as requested to effectuate any transaction
contemplated herein. Documents which Client agrees to provide to
Consultant shall include but not be limited to audited financial
statements for the past three years of Client 's operations or as
long as Client has been
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in operation, whichever is less, which have been audited by a United
States Securities and Exchange Commission peer approved financial
auditor, any entity resolutions arid any and all other documents
which may in any way relate to the transactions contemplated in this
Agreement.
D. Client's Authority for Agreement. The Client has duly authorized the
execution and delivery of this Agreement and the consummation of the
transactions contemplated herein. This Agreement has been duly
executed and delivered by Client and constitutes the valid and
legally binding obligation of Client enforceable in accordance with
its terms, except to the extent that enforceability may be subject
to or limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditor's rights generally. To the
best of Client's knowledge, after due inquiry, the execution and
delivery of this agreement and the consummation of the transactions
contemplated herein will not conflict with any mortgage, indenture,
lease, contract, commitment, agreement, or other instrument, permit,
concession, grant, franchise, license, judgement, order, decree,
statute, law, ordinance, rule or regulation applicable to Client or
any of its properties or assets.
E. Consents and Authorizations. Any consent, approval, order or
authorization of, or registration, declaration, compliance with or
filing with any governmental or regulatory authority required in
connection with the execution and delivery of this Agreement to
permit the consummation by Client and Consultant of the transactions
contemplated herein shall be accomplished in a timely manner and in
accordance with federal and/or state laws where applicable.
F Minute Books. The minute books of Client contain full and complete
minutes of all meetings (or written consents in lieu thereof).
G. Nature of Representations. No representation or warranty made by
Client in this Agreement, nor any document or information furnished
or to be furnished by Client to the Consultant in connection with
this Agreement, contains or will contain any untrue statement of
material fact, or omits or will omit to state any material fact
necessary to make the statements contained therein not misleading,
or omits to state any material fact relevant to the transactions
contemplated by this Agreement.
H Independent Legal and Financial Advice. Consultant is not a law
firm, neither is it an accounting firm. Consultant does however
employ professionals in that capacity to enable Consultant to
provide consulting services. Client represent that it has not nor
will it rely upon any legal or financial representation made by
Consultant, and that Client has and will continue to seek the
independent advice of legal and financial counsel regarding all
material aspects of the
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transactions contemplated by this Agreement, including the review of
all documents provided by Consultant to Client and all opportunities
Consultant introduces to Client. Client acknowledges that the
attorneys, accountants and other advisors employed by Consultant
represent the interests of Consultant solely, and that no
representation or warranty has been given to Client by Consultant as
to any legal, tax, accounting, financial or other aspect of the
transactions contemplated by this Agreement.
VII. NON-CIRCUMVENTION. Client agrees to not enter into any other agreements to
provide services for which Consultant has provided services, or enters
into any transaction involving a business opportunity or asset introduced
to Client by Consultant, without compensating Consultant pursuant to this
Agreement. Neither will Client terminate this Agreement solely as a means
to avoid paying Consultant compensation earned or to be earned, or in any
other was attempt to circumvent Consultant.
VIII. TERMINATION OF AGREEMENT BY CONSULTANT. Consultant may terminate this
Agreement if any of the following occurs:
A. Payments due under this Agreement are not timely made.
B. In the judgement of the Consultant, Client's actions or conduct make
it unreasonable for Consultant to perform under this Agreement. Such
acts include, and are or may be perceived as being in the nature of
dishonesty, illegal activities, activities harmful to the reputation
of the Consultant, and activities that may create civil or criminal
liability for the Consultant.
C. Consultant makes a bona fide decision to terminate its business and
liquidate its assets.
D. Client misrepresents its corporate standing, power to enter and bind
itself to this Agreement, misrepresentation of its guarantees as
indicated below, or any other concealed or misrepresented material
fact which would decrease the binding effect of this Agreement on
Client.
E. If after conduct of a due diligence investigation, Consultant
concludes that an intended offering, or other action contemplated
under this Agreement (the "Transaction"), is not viable, Consultant
may give ten (10) days written notice to Client stating in
particular why the Transaction is not viable, and if after ten (10)
days of receipt of the written notice, Client insists that
Consultant continue performance on the Transaction, Consultant may
then terminate the Agreement, returning all monies received after
deductions as indicated in Subsection "H" below.
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F. An unanticipated material change in federal or state laws and/or
regulations makes continued performance under this Agreement
unreasonable.
G. Breach of any provision of this Agreement, and in particular, but
not limited to, not providing audited financial statements in a
timely manner.
H. Notwithstanding the termination of this Agreement, Consultant shall
be entitled to receipt of the charges for the work actually
performed up to the time of termination at its normal consulting
rates. Consultant shall also be entitled to reimbursement of any
expenses incurred, up to the time of termination of this Agreement
along with any expenses incurred as a result of the termination.
IX. TERMINATION 0F AGREEMENT BY CLIENT. Client may terminate this Agreement
under the following conditions:
A. Consultant fails to follow Client's reasonable instructions, Client
must advise Consultant that his actions or inactions are
unacceptable and give Consultant thirty (30) days in which to
comply. If Consultant fails to comply within thirty (30) days,
Consultant may be terminated hereunder by Client's service of notice
of termination to Consultant.
B. If, in the judgment of the Board of Directors of Client,
Consultant's actions or conduct would make it unreasonable to
require Client to retain Consultant. Such acts include and are in
the nature of, dishonesty, illegal activities, activities harmful to
the reputation of the Client and activities that create civil or
criminal liability for the Client.
C. Notwithstanding the termination of this Agreement, Consultant shall
be entitled to receipt of all compensation owed pursuant to Section
"H" of Article VIII above up to the time of termination of this
Agreement, for work actually performed. Consultant shall also be
entitled to reimbursement of any expenses incurred, up to the time
of termination of this Agreement, along with any expenses incurred
as a result of the termination.
D. Upon thirty (30) days written notice to the Consultant, Client may
terminate the agreement prior to the expiration of the term provided
for herein.
X. UTILISATION OF ATTORNEYS. Consultant utilises attorneys to assist it in
preparing the documentation required to effectuate the transactions
contemplated by this Agreement. The attorneys utilized by Consultant
represent only Consultant, and Consultant's interest in providing
consulting
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services and do not in any way represent the interests of any party to
this Agreement other than Consultant's. Client are advised, and have
represented, that they will seek independent legal counsel to review all
documentation provided to it by Consultant.
Xl. CONSULTANT IS NOT A BROKER-DEALER. Consultant has fully disclosed to
Client that it is not a broker-dealer and does not have or hold a license
to act as such. None of the activities of consultant are intended to
provide the services of a broker-dealer to the Client and Client have been
informed that a broker-dealer will need to be engaged to perform any such
services. Client have full and free discretion in the selection of a
broker-dealer.
XII. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. In consideration for the
Client entering into this Agreement, Consultant agrees that the following
items used in the Client's business are secret, confidential, unique, and
valuable, and disclosure of any of the items to anyone other than
Consultant's officers, agents, or authorized employees may cause Client
irreparable injury:
A. Non-public financial information, accounting information, plans of
operations, possible public offerings public announcement.
B. Customer lists, cal! lists, and other confidential customer data;
C. Memoranda, notes or records concerning the technical and creative
processes conducted by Client,
D. Sketches, plans, drawings and other confidential research and
development data or;
E. Manufacturing processes, chemical formulae, and the composition of
Client's products.
Consultant shall have no liability to the Client with respect to the use
or disclosure to others not a party to this Agreement, of such information
as Consultant can establish to:
A. Have been publicly known;
B. Have become known, without fault on the part of Consultant,
subsequent to disclosure by Client of such information to
Consultant;
C. Have been otherwise known by Consultant prior to communication by
the Client to Consultant of such information, or
D. Have been received by Consultant at any time from a source other
than Client lawfully having possession of such information.
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XIII. PLACE OF SERVICES. The Consulting Services contemplated to be performed by
Consultant will be performed through Consultant's offices; however, it is
understood and expected that Consultant may make contacts with persons and
entities in any other place deemed appropriate by Consultant.
XIV. NON-EXCLUSIVE SERVICES. Client acknowledges that Consultant is currently
providing services of the same or similar nature to other parties and
Client agree that Consultant is not prevented or barred from rendering
services of the same nature or a similar nature to any other individual or
entity.
XV. ALL PRIOR AGREEMENTS TERMINATED. This Agreement comprises the entire
agreement and understanding between the parties hereto at the date of this
Agreement as to the subject matter hereof and supersedes and replace all
proposals, prior negotiations and agreements, whether oral or written,
between the parties hereto in connection with the subject matter hereof.
None of the parties hereto shall be bound by any conditions, definitions,
warranties or representations with respect to the subject matter of this
Agreement other than as expressly provided in this Agreement unless the
parties hereto subsequently agree to vary this Agreement in writing, duly
signed by authorized representatives of the parties hereto.
XVI. CONSULTANT IS NOT AN AGENT OR EMPLOYEE OF CLIENT. Consultant's obligations
under this agreement consist solely of the Consulting Services described
herein. In no event shall Consultant be considered to act as the employee
or agent of Client or otherwise represent or bind Client. For the purposes
of this Agreement, Consultant is an independent contractor. All final
decisions with respect to acts of Client or their affiliates, whether or
not made pursuant to or in reliance on information or advice furnished by
Consultant hereunder, shall be those of Client or such affiliates, and
Consultant, its employees or agents shall under no circumstances be liable
for any expense incurred or loss suffered by Client as a consequence of
such action or decisions.
XVII. CONTINUE OPERATIONS IN SUBSTANTIALLY SAME MANNER. Client will not
transfer, sell or hypothecate, assign or distribute any significant
portion of its assets currently in its possession except upon written
notice to the Consultant. Client agrees to continue operations in
substantially the same manner as it is presently functioning except upon
written notice to the parties to this Agreement
XVIII. MISCELLANEOUS.
A. Authority. The execution and performance of this Agreement have been
duly authorized by all requisite corporate action. This Agreement
constitutes a valid and binding obligation of the parties hereto.
B. Amendment. This Agreement may be amended or modified at any time and
in any manner only by an instrument in writing executed by the
parties hereto.
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C. Waiver. No term of this Agreement shall be considered waived and no
breach excused by either party unless made in writing. No consent
waiver or excuse by either party, express or implied shall
constitute a subsequent consent, waiver or excuse.
D Assignment
I. The rights and obligations of both parties under this
Agreement shall inure to the benefit of and shall be binding
upon its successors and assigns. There shall be no rights of
transfer or assignment of this Agreement by either party
except with the prior written consent of the other party.
2. Nothing in this Agreement, expressed or implied, is intended
to confer upon any person other than the parties and their
successors, any rights or remedies under this Agreement.
E. Notices. Any notice or other communication required or permitted by
this Agreement must be in writing and shall be deemed to be properly
given when delivered in person to an officer of the other party,
when deposited in the United States mails for transmittal by
certified or registered mail, postage prepaid, or when deposited
with a public telegraph company for transmittal or when sent by
facsimile transmission, charges prepaid provided that the
communication is addressed:
1. In the Case of Consultant to:
London Manhattan Limited, Inc.,
3141 Jasmine Drive,
Delray Beach,
Florida 33483
USA
Tel: 561-274 9740
Fax: 561-279 2757
Email: [email protected]
2. In the Case of Client to:
Cam Designs Inc.
4 Ash Way
Netherend
Gloucestershire
England GL15 6QA
Tel: +44 (0) 1594 529472
UK Fax: +44 (0) 171 691 9533
US Fax: 1 305-418 7516
Email: [email protected]
or to such other person or address designated by Client in writing to
receive notice.
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F. Headings and Captions. The headings of paragraphs are included
solely for convenience if a conflict exists between any heading and
the text of this Agreement, the text shall control
G. Entire Agreement. This instrument and the exhibits to this
instrument contain the entire Agreement between the parties with
respect to the transaction contemplated by the Agreement. It may be
executed in any number of counterparts but the aggregate of thcse
counterparts together constitute only one and the same instrument.
H. Effect of Partial Invalidity. Iii the event that any one or more of
the provisions contained in this Agreement shall for any reason be
held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality or un-enforceability shall not affect any
other provisions of this Agreement, but this Agreement shall be
constructed as if it never contained any such invalid, illegal or
unenforceable provisions.
I. Controlling Law. The validity, interpretation, and performance of
this Agreement shall be governed by the laws of the State of
Florida, without regard to its law on the conflict of laws. Any
dispute arising out of this Agreement shall be brought in a court of
competent jurisdiction in Palm Beach County, Florida. The parties
exclude any and all statutes, law and treaties that would allow or
require any dispute to be decided in another forum or by other rules
of decision than provided in this Agreement.
J. Attorney's Fees. If any action at law or in equity, including an
action for declaratory relict, is brought to enforce or interpret
the provisions of this Agreement, the prevailing party shall be
entitled to recover actual attorney's fees court costs, and other
costs incurred in proceeding with the action from the other party.
The attorney's fees, court Costs or other costs, may be ordered by
the court in its decision of any action described in this paragraph
or may be enforced in a separate action brought for determining
attorneys fees, court costs, or other costs. Should either party be
represented by in-house counsel all parties agree that party may
recover attorney's fees incurred by that in-house counsel in an
amount equal to that attorney's normal fees for similar matters, or,
should that attorney not normally charge a fee, by the prevailing
rate charged by attorneys with similar background in that legal
community.
K. Time is of the Essence. Time is of the essence of this Agreement and
of each and every provision hereof
L. Mutual Co-operation The panties hereto shall cooperate with each
other to achieve the purpose of this Agreement, and shall execute
such other and further documents and take such other and further
actions as may be necessary or convenient to effect the transactions
described herein.
M. Indemnification. Client and Consultant agree to indemnify, hold
harmless and, at the party seeking indemnification's sole option,
defend the
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other from and against all demands, claims, actions, losses,
damages, liabilities, costs and expenses, including without
limitation, interest, penal ties, court fees, and attorney's fees
and expenses asserted against or imposed or incurred by either party
by reason of or resulting from a breach of any representation,
warranty, covenant condition or agreement of the other party to this
Agreement. Neither party shall be responsible to the other party'
for any consequential or punitive damages
N. No Third Party Beneficiary. Nothing in this Agreement, expressed or
implied, is intended to confer upon any person, other than the
parties hereto and their successors, any rights or remedies under or
by reason of this Agreement, unless this Agreement specifically
states such intent.
O. Facsimile Counterparts. If a party signs this Agreement and
transmits an electronic facsimile of the signature page to the other
party, the party who receives the transmission may rely upon the
electronic facsimile as a signed original of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date herein above written.
-------------------------------------------------
W. Scott Smith, Managing Director
For and on behalf of
London Manhattan Limited, Inc.
--------------------------------------------------
Geoffrey Taylor, President
For and on behalf of
Cam Designs, Inc.
AMENDMENT TO CONSULTING AGREEMENT
This Amendment ("Amendment") to the Consulting Agreement ("Agreement")
dated as of the 29th day of September, 1999 by and between LONDON MANHATTAN
LIMITED, INC. (referred to herein as "Consultant"), with offices at 3141 Jasmine
Drive, Delray Beach, Florida 33483 and CAM DESIGNS, INC., a Delaware
corporation, with a mailing address of 4 Ash Way, Netherend, Gloucestershire,
England GL15 6QA (referred to herein as "Client'), is dated as of this 1st day
of December, 1999.
PREMISES
WHEREAS, Consultant is desirous of changing the nominees set forth in Paragraph
III of the Agreement, and
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WHEREAS, Client has no objection thereto,
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Client and Consultant
agree as follows:
I AMENDMENT. PARAGRAPH III of the Agreement shall be amended to read as follows:
In consideration of the Consulting Services contemplated herein,
Consultant shall receive, upon the execution of this Agreement, a non-refundable
engagement fee to be paid as follows:
B. Client shall issue to W. Scott Smith ("Smith") 349,000 shares of its
common stock, and shall issue 651,000 shares of its common stock to
Ned Elgart ("Elgart"), and shall issue 1,000,000 shares of its
common stock to Christopher Taylor ("Taylor"), and shall issue
349,000 shares of its common stock to Howard Jenkins ("Jenkins") and
shall issue 351,000 shares of its common stock to Michael Casida
("Casida"), each of Smith, Elgart, Taylor, Jenkins and Casida as
nominees for Consultant. The Shares shall be issued solely in
exchange for the contemplated Consulting Services and appropriate
investment restrictions shall be noted against the Shares. Smith,
Elgart, Taylor, Jenkins and Casida agree to acquire the Shares for
investment and will not dispose of the Shares in the absence of
registration thereof or applicable exemption under the Securities
Act of 1933, as amended (the "Securities Act").
B. Client agrees to provide Smith, Elgart, Taylor, Jenkins and Casida
with registration rights at Client's cost and expense and include
the Shares in a registration statement to be filed by Client with
the Securities and Exchange Commission ("SEC") within the proximate
future on Form S-8 (the "Registration Statement"), or otherwise as
agreed, under the Securities Act.
C. Consultant shall also be entitled to a finder's fee of 10% of any
business opportunity made by the Client as a result of the
introductions of the Consultant, such fee to be in kind as acquired
by the Client.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement
effective as of the date herein above written.
-------------------------------------------------
W. Scott Smith, Managing Director
For and on behalf of
London Manhattan Limited, Inc.
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--------------------------------------------------
Geoffrey Taylor, President
For and on behalf of
Cam Designs, Inc.
AMENDMENT TO CONSULTING AGREEMENT
This Amendment ("Amendment") to the Consulting Agreement ("Agreement")
dated as of the 29th day of September, 1999 by and between LONDON MANHATTAN
LIMITED, INC. (referred to herein as "Consultant"), with an address at 3141
Jasmine Drive, Delray Beach, Florida 33483 and CAM DESIGNS INC., a Delaware
corporation, with an address at 4 Ash Way, Netherend, Gloucestershire, England
GL15 6QA (referred to herein as "Client'), is dated as of this 1st day of May,
2000.
PREMISES
WHEREAS, Client is desirous of changing the original terms of PARAGRAPH III,
Clause C, of the Agreement between Client and Consultant, and
WHEREAS, Consultant has no objection thereto,
NOW, THEREFORE, in consideration for Consultant waiving its entitlement to a
finder's fee of 10% of any business opportunity made by the Client as a result
of the introductions of the Consultant, Consultant shall receive, upon the
execution of this Amendment to the Agreement, a revised fee in aggregate of
482,000 shares of common stock of Client, in connection with the Consulting
Services, such fee to be paid as follows:
C. Client shall issue 200,000 shares of its common stock to W. Scott
Smith ("Smith"), and shall issue 15,000 shares of its common stock
to Barrett H. Geoghegan ("Geoghegan"), and shall issue 80,000 shares
of its common stock to Chris Taylor ("Taylor"), and shall issue
50,000 shares of its common stock to Ned Elgart ("Elgart"), and
shall issue 25,000 shares of its common stock to Therese Roos
("Roos"), and shall issue 25,000 shares of its common stock to Susan
M. Danehower ("Danehower"), and shall issue 75,000 shares of its
common stock to Patrick Kephart, ("Kephart") and shall issue 12,000
shares of its common stock to Sheldon Brown ("Brown"), each of
Smith, Geoghegan, Taylor, Elgart, Roos, Danehower, Kephart and Brown
as nominees for Consultant.
D. Each of the above issuances of shares of common stock of Client
(collectively the "Shares") shall be issued solely in exchange for
the Consulting Services and appropriate investment restrictions
shall be noted against the Shares. Each of Smith, Taylor, Geoghegan,
Elgart,
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Roos, Danehower, Kephart and Brown agree to acquire the Shares for
investment and will not dispose of the Shares in the absence of
registration thereof or applicable exemption under the Securities
Act of 1933, as amended (the "Securities Act").
E. The issue price of the Shares is the same $0.01 per Share as was in
effect at the original date of the Agreement that is now being
amended.
F. Client agrees to provide Smith, Taylor, Geoghegan, Elgart, Roos,
Danehower, Kephart and Brown with registration rights at Client's
cost and expense and include the Shares in a registration statement
to be filed by Client with the Securities and Exchange Commission
("SEC") within the proximate future on Form S-8 (the "Registration
Statement"), or otherwise as agreed, under the Securities Act.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement
effective as of the date herein above written.
/s/ Geoffrey Taylor
-----------------------------------------------
Geoffrey Taylor, President
For and on behalf of
Cam Designs Inc.
-------------------------------------------------
W. Scott Smith, Managing Director
For and on behalf of
London Manhattan Limited, Inc.
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