Document/Exhibit Description Pages Size
1: 10KSB Evro Corporation Form 10KSB 97 415K
2: EX-2.11 Fourth Amended Agr. to Stock Purchase Agreement 3 15K
3: EX-2.12 Fifth Amended Agr. to Stock Purchase Agreement 2 15K
4: EX-2.13 Sixth Amended Agr. to Stock Purchase Agreement 3 16K
5: EX-3.05 2nd Amended Certificate of Designation (Series A) 4 23K
6: EX-3.06 Articles of Amendment to the Cert. of Designation 2 12K
7: EX-3.07 2nd Amended Certificate of Designation (Series C) 8 34K
8: EX-3.10 Certificate of Designation (Series F) 6 29K
9: EX-3.11 Second Amended Cert. of Designation (Series H) 8 34K
10: EX-3.12 Second Amended Cert. of Designation (Series I) 7 31K
11: EX-3.13 3rd Amended Cert. of Designation (Series J) 8 30K
12: EX-3.14 Certificate of Designation (Series K) 9 32K
13: EX-3.15 Certificate of Designation (Series L) 8 30K
14: EX-3.16 Cerficate of Designation (Series M) 8 30K
15: EX-10.01 1995 Employee Stock Compensation Plan 6 28K
16: EX-10.04 Stock Purchase Agreement 14 35K
17: EX-10.05 Consulting Agreement 15 39K
18: EX-10.06 First Amendment to Consulting Agreement 5 18K
19: EX-10.07 Joint Venture Agreement 10 25K
20: EX-10.08 Professional Services Agreement 6 29K
21: EX-22.01 Subsidiaries of the Registrant 1 10K
22: EX-27 Finacial Data Schedule (For SEC Use Only) 1 9K
EXHIBIT 10.05
CONSULTING AGREEMENT
THIS AGREEMENT is made as of November 1st, 1995, by and between EVRO
CORPORATION, a Florida corporation (the "Company" or "EVRO"), and SOUTHERN
RESOURCE MANAGEMENT, INC., a Florida corporation (the "Consultant").
R E C I T A L S:
A. The Company is a public company, and desires to promote its
business plan to the investment community and to build the value of EVRO for
the benefit of its shareholders; and
B. The Consultant and its employees and independent contractors
are involved in a variety of businesses, with particular emphasis in stock
market related activities, health products, advertising and other matters; and
C. The Company recognizes the substantial experience and
knowledge of the Consultant in matters relating to stock market related
activities, health products and advertising; and
D. The Company further recognizes that it is in the best
interests of the Company to engage the consulting services of the Consultant
and to enter into an agreement to prevent Consultant from providing its
consulting services to any business which competes with the Company by owning
or operating a television broadcasting network; and
E. The Company desires to retain the valuable services and
counsel of the Consultant, and the Consultant desires to render
such services to the Company upon the terms set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants
set forth below, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby agree as follows:
1. Recitals. The Recitals to this Agreement are hereby
incorporated into this Agreement as though fully restated herein.
2. Engagement. The Company hereby engages the Consultant, and
the Consultant accepts engagement by the Company, upon the terms and conditions
set forth in this Agreement.
3. Term. The term of this Agreement shall begin on the date here
of and shall continue until October 31, 2000, unless terminated prior thereto
upon the death or disability of the Consultant or extended by the parties hereto
pursuant to paragraph 4(B) hereof.
4. Consulting Services Compensation.
(A) The Company shall pay to Consultant or its designees,
as compensation for its services under this Agreement, and as compensation for
Consultant's agreement not to compete with Company, as described in paragraph 7
hereof, the sum of Six Hundred Twenty-five Thousand and No/100 Dollars
($625,000.00) in cash, payable as follows:
(i) One Hundred Twenty-five Thousand and No/100 Dollars
($125,000.00) on or before thirty days from the date hereof;
(ii) One Hundred Twenty-five Thousand and No/100 Dollars
($125,000.00) on or before November 1, 1996;
(iii) One Hundred Twenty-five Thousand and No/100 Dollars
($125,000.00) on or before November 1, 1997;
(iv) One Hundred Twenty-five Thousand and No/100 Dollars
(125,000.00) on or before November 1, 1998; and
(v) One Hundred Twenty-five Thousand and No/100 Dollars
($125,000.00) on or before November 1, 1999.
The Company shall: (a) deliver to the Consultant a Letter of Credit drawn on a
financial institution and in a form reasonably acceptable to the Consultant
securing the payments set forth in this subparagraph within thirty (30) days
from the date of this Agreement (the "Letter of Credit") or, in the
alternative, (b) deliver to the Consultant the sum of Five Hundred Thousand and
No/100 Dollars ($500,000.00) in cash within thirty (30) days from the date of
this Agreement (the "Satisfaction Payment"). The delivery to the Consultant of
the Satisfaction Payment within thirty (30) days from the date of this
Agreement shall constitute a complete satisfaction of the Company's obligations
under this subparagraph. The Company's failure to timely deliver either the
Letter of Credit or the Satisfaction Payment contemplated by this subparagraph
shall constitute a material breach of this Agreement. Time is of the essence.
Notwithstanding anything contained in this subparagraph to the
contrary, the Company shall have an extension of time until the earlier of the
receipt by the Company of at least One Million and No/100 Dollars
($1,000,000.00) from the proceeds of a private placement of the Company's
stock, or December 31, 1995, to deliver
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to the Consultant: (a) the One Hundred Twenty-five Thousand and No/100 Dollars
($125,000.00) due on or before thirty (30) days from the date hereof; and (b)
either the Letter of Credit or the Satisfaction Payment required by this
subparagraph.
(B) The Company may in the future provide the Consultant
with such additional compensation as the Company and the Consultant shall
mutually agree for any additional services by the Consultant not provided for
in this Agreement, which terms shall be set forth, during the term of this
Agreement, in Schedules attached hereto and incorporated herein by reference.
(C) If Consultant becomes unable to perform consulting
services due to the death or disability of its principal, E. Carl Anderson,
Jr., during the term of this Agreement, the Consultant (or its successors and
assigns, as the case may be) shall nonetheless be entitled to keep all of the
compensation described in paragraph 4(A) hereof.
5. Duties. From time to time as reasonably requested by the
Company during normal business hours, the Consultant shall provide advice and
counsel regarding production of television advertising, timing of placement of
television advertising, editorial content of television advertising, analysis
of the results of television advertising that has been run, selection of health
related products to offer for sale, introduction of potential hosts or guests
for the health related programming, and such other advising as he may be
reasonably considered qualified to render, including advice regarding stock
market related activities.
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6. Nature of Engagement. The Consultant is being engaged by the
Company as an independent contractor and shall be responsible for payment of
his own taxes. Nothing in this Agreement shall be construed so as to create an
employer-employee relationship between the parties.
7. Agreement Not to Compete. During the term of this Agreement,
the Consultant, and its principal, E. Carl Anderson, Jr., agrees not to
compete with the Company by ownership of a major interest in any corporation
whose primary business is operation of a television broadcasting network or by
providing consultation services to such a corporation.
8. Expenses. Upon receipt of requests from the Consultant for
reimbursement, the Company shall reimburse Consultant for all reasonable and
necessary expenses the Consultant incurs, prior to and after the date of this
Agreement in performing his duties in connection with this Agreement. The
Consultant shall be required to receive authorization from the Company prior to
incurring any such expenses in excess of $1,000.00.
9. Contemporaneous Transactions. EVRO and the Consultant's
principal, E. Carl Anderson, Jr., have entered into a Stock Purchase Agreement
contemporaneously with this Agreement, and each acknowledge and agree that this
transaction is intended to stand alone and not be construed in relation to said
Stock Purchase Agreement.
10. Notices. Any notice, report or demand required, permitted or
desired under this Agreement shall be sufficient if in
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writing and delivered by certified mail, return receipt requested, Federal
Express (or similar courier), telegram or receipted hand delivery at the
following addresses (or such other addresses designated by proper notice):
To the Company: EVRO CORPORATION
7501 W. IRLO BRONSON MEMORIAL HIGHWAY
SUITE 105
KISSIMMEE, FLORIDA 34747
ATTENTION: DANIEL M. BOYAR
To the Consultant: SOUTHERN RESOURCE MANAGEMENT, INC.
15414 E. Burrell Drive
Lutz, Florida 33549
ATTENTION: E. CARL ANDERSON, JR.
Any notice otherwise delivered shall be deemed given when actually received by
recipient.
11. Limited Joinder of E. Carl Anderson, Jr. The parties
acknowledge and agree that E. Carl Anderson, Jr. is executing this Agreement
in his individual capacity for the limited purpose of evidencing his agreement
to the non-competition restriction set forth in Paragraph 7 and for no other
purpose.
12. Miscellaneous.
(A) Governing Law. This Agreement shall be governed by,
interpreted and enforced in accordance with the laws of the State of Florida.
(B) Waiver. The waiver by any party hereto of a breach
of any provision of this Agreement shall not operate as a waiver of any other
breach of any provision of this Agreement by any party.
(C) Entire Agreement. This instrument contains the
entire agreement of the parties concerning engagement and may not
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be changed or modified except by written agreement duly executed by the parties
hereto.
(D) Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
successors, heirs, personal representatives and assigns.
(E) Day(s). Reference in this Agreement to "day" or
"days" refers to calendar days, but if a referenced date falls on a Saturday,
Sunday or federal holiday, it will be deemed to fall on the next calendar day
that is not a Saturday, Sunday or federal holiday.
(F) Confidentiality. Except as may otherwise be required
by law, the provisions of this Agreement shall remain strictly confidential.
To the extent permitted by law, the Board of Directors of the Company shall
ensure that no person other than members of the Board of Directors of the
Company and appropriate officers of the Company are made aware of the terms of
this Agreement. Tn addition, neither the Company nor the Consultant shall,
either directly or indirectly through their respective officers, directors,
employees, shareholders, partners, joint ventures, agents, consultants,
contractor, affiliates or any other person, disclose, communicate, disseminate
or otherwise breach the confidentiality of all or any provision of this
Agreement, without the express written consent of both parties to this
Agreement.
(G) Additional Documents. The Company agrees to execute
such other documents and agreements to effectuate the purposes of this
Agreement, as the Consultant may request from time to time.
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(H) Assignment. The obligations of the parties under
this Agreement shall not be assigned without the written consent of the
parties. Notwithstanding any provision of this Agreement to the contrary,
however, the Consultant shall be entitled to provide that any funds payable or
stock issuable to him pursuant to this Agreement shall instead be paid or
issued to another person.
(I) Counterparts. This Agreement may be executed in
counterparts, and all counterparts will be considered as part of one agreement
binding on all parties to this Agreement.
(J) Facsimile Signatures. The parties may execute this
Agreement by facsimile, which signatures shall be deemed an original and
binding upon such party.
(K) Severability. If any term, condition or provision of
this Agreement or the application thereof to any party or circumstances shall,
at any time or to any extent, be invalid or unenforceable, the remainder of
this Agreement, or the application of such term, condition or provision to
parties or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term, condition and
provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by law.
(L) Dispute Procedure. Any dispute, controversy or claim
arising out of, or in connection with this Agreement shall be settled by
binding arbitration in accordance with the rules of the American Arbitration
Association then in effect. The arbitration shall be conducted on an expedited
basis in the Orange County,
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Florida area by an independent arbitrator selected by the American Arbitration
Association. The arbitration shall be subject to, and the arbitrator shall
have the powers and rights afforded by, the rules of the American Arbitration
Association. The decision of such arbitrator, including any award of
attorney's fees and costs, may be entered into any court with jurisdiction.
(M) Board of Directors. Except as expressly provided
otherwise in this Agreement, reference to actions, determinations or similar
occurrences by the Company shall mean the action, decision or determination of
its Board of Directors.
(N) Authority. The Company hereby represents and
warrants that the person executing this Agreement on its behalf is duly
authorized to do so, that the execution of this Agreement has been duly
approved by the Board of Directors of the Company, and that this Agreement is
binding upon the Company. The Company hereby agrees to provide such
documentation evidencing such authorization and approval as the Consultant may
reasonably request, including, without limitation, written consents of the
Board of Directors of the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
EVRO CORPORATION
By: /s/ Daniel M. Boyar
---------------------------------
its: Special Counsel
------------------------------
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SOUTHERN RESOURCE MANAGEMENT, INC.
By: /s/ E. Carl Anderson, Jr.
------------------------------------
its: President
-------------------------------
As to Paragraph 7, only:
/s/ E. Carl Anderson, Jr.
------------------------------------
E. CARL ANDERSON, JR.
[THIS PAGE LEFT INTENTIONALLY BLANK]
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STOCK PLEDGE AGREEMENT (CONSULTING)
THIS AGREEMENT made this 1st day of November, 1995, by and between
EVRO CORPORATION ("Pledgor"), and SOUTHERN RESOURCE MANAGEMENT, INC., a Florida
corporation ("Pledgee").
W I T N E S S E T H:
WHEREAS, Pledgor has issued 100 shares of Series J Convertible
Preferred Stock of Evro Corporation, 60 shares of which are evidenced by
Certificate Number 2 (the "EVRO Shares"), representing the equivalent of
3,000,000 common shares upon conversion, and which have been pledged as
collateral under this Agreement; and
WHEREAS, Pledgor has agreed that as security for the payment by
Pledgor to Pledgee of a consulting fee in the amount of Five Hundred Thousand
and NO/100 Dollars ($500,000.00), as set forth in a certain Consulting
Agreement, a copy of which is attached hereto as Exhibit "A" (hereinafter the
"Consulting Agreement"), Pledgor has agreed to pledge the EVRO Shares as
security for the performance of its obligations under the Consulting Agreement;
and
WHEREAS, the parties desire to set forth the terms of their agreement
with respect to the foregoing in writing.
NOW, THEREFORE, in consideration of the foregoing, the terms and
conditions set forth herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Recitals. The above recitals to this Agreement are hereby
incorporated into this Agreement as though fully restated herein.
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2. Grant of Security Interest. Pledgor hereby grants Pledgee a
security interest in and to the EVRO Shares as security for the faithful
performance by Pledgor of all Pledgor's obligations under the Consulting
Agreement. Upon execution of this Agreement, Pledgor shall immediately deliver
to Pledgee the certificate representing the EVRO Shares, together with a stock
power and signature guaranteed as to the certificate (hereinafter the
"Collateral"), which Collateral shall be held by Pledgee in accordance with the
following terms and conditions:
(a) Pledgor hereby authorizes Pledgee upon the failure by
the Pledgor to fulfill any of its obligations hereunder or under the Consulting
Agreement, to sell all or a portion of the Collateral, at public or private
sale, to satisfy, in full or in part, Pledgor's monetary obligation under the
Consulting Agreement after first deducting from the proceeds thereof all costs
and expenses incurred in connection with the sale of the Collateral, including,
without limitation, reasonable attorneys' fees incurred in connection with the
sale. Notwithstanding anything in this Agreement to the contrary, Pledgee
shall have all additional rights and remedies available to him pursuant to the
Uniform Commercial Code as enacted in the State of Florida;
(b) Pledgor or its designees shall be solely entitled to
represent the EVRO Shares with complete voting and dividend rights, so long as
no default shall occur in the performance and/or payment required under this
Agreement or under the Consulting Agreement. In the event of and upon default
in the obligations of Pledgor
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under this Agreement or under the Consulting Agreement, and during the
continuance of such default or non-performance, Pledgee, or his nominee or
agent, shall be entitled to represent and vote the EVRO Shares; and
(c) Pledgee shall arrange for the transfer of the EVRO
Shares on the books of the issuing corporation to the name of the Pledgee, in
pledge.
3. Pledgor Representations and Warranties. Pledgor hereby
represents and warrants to Pledgee that:
(a) This Agreement has been duly authorized and approved
by all necessary corporate action on the part of Pledgor and, when duly
executed, this Agreement will be a valid, legally binding and enforceable
obligation of Pledgor in accordance with its terms;
(b) Pledgor has good and marketable title to the EVRO
Shares;
(c) Pledgor shall pay all taxes upon the EVRO Shares,
and/or any transfer fees or expenses which may result from this Agreement,
and/or defend title (or pay all costs and expenses incurred or paid by another
to defend title) to the EVRO Shares; and
(d) Pledgor shall not dispose of or further encumber the
Collateral during the term of this Agreement, without the written consent of
the Pledgee.
4. Continuing Lien. Notwithstanding any other provision
contained in this Agreement, Pledgor hereby grants to Pledgee a continuing lien
upon and security interest in the EVRO Shares,
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which lien and security interest shall secure the warranties, representations,
guarantees, promises, covenants, liabilities, claims, costs, and expenses
arising from rights, duties or obligations created by or arising out of the
terms and conditions of this Agreement.
5. Release of Pledge. If Pledgor pays the Five Hundred Thousand
and NO/100 Dollars ($500,000.00) due under the Consulting Agreement, in a
timely manner, then the entire obligations of Pledgor under this Agreement
shall have been deemed fully satisfied, and Pledgee shall release the pledged
EVRO Shares back to Pledgor, and the Pledge or lien against the EVRO Shares
granted hereby shall terminate.
6. Benefit of Agreement. This Agreement shall be binding upon
and inure to the benefit of the parties hereto, their heirs, personal
representatives, successors and assigns.
7. Governing Law. This Agreement shall be governed in all
respects by the laws of the State of Florida.
8. Entire Agreement. This Agreement represents the entire
agreement among the parties hereto and specifically supersedes any oral or
written agreements heretofore entered into by such parties with respect to the
subject matter hereof.
9. Attorneys' Fees. In the event that either party engages an
attorney in connection with any dispute between the parties, the prevailing
party shall be entitled to recover reasonable attorneys' fees and costs
associated therewith.
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IN WITNESS WHEREOF, the undersigned parties hereto have executed this
Agreement the day and year first above written.
"PLEDGOR":
EVRO CORPORATION
By: /s/ Daniel M. Boyar
----------------------------------
Daniel M. Boyar, By the
authority of The Board of
Directors
"PLEDGEE":
SOUTHERN RESOURCE MANAGEMENT, INC.
By: /s/ E. Carl Anderson, Jr.
----------------------------------
its: President
-----------------------------
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Dates Referenced Herein and Documents Incorporated by Reference
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