CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this Agreement") is made as of the 7th day
of November, 2002 by and between Precom Technology, Inc., ("the
Company"), a Florida corporation and Xxxxxxx & Company, P.C., an
Arizona professional corporation ("the Consultant").
WHEREAS, the Company is an international financial and business
planning, asset protection, insurance management, and merchant banking
company;
WHEREAS, the Consultant has provided accounting and business consulting
services ("Consulting Services") to the Company; and
WHEREAS, the Company wishes to compensate Consultant for services
already rendered on the following terms and conditions;
NOW, THEREFORE, the Company and the Consultant agree as follows:
1. The Company hereby retains the services of the Consultant for a
period of three (3) months commencing November 1, 2002 and ending
January 31, 2003. In exchange for providing the Consulting Services to
Company and as payment for services already provided, for which the
Company currently owes Consultant the amount of $19,668.25 (the
"Balance"), the Consultant shall receive up to five hundred thousand
(500,000) shares of Company's common stock, par value $.001 (the
"Shares"), with such shares to be issued in installments, as hereafter
provided, until such time as Consultant's outstanding fee due has been
paid in full. Consultant shall not directly or indirectly promote or
maintain a market for the Shares. Moreover, Consultant agrees that the
Shares are not and will not be provided in connection with a capital
raising transaction for the Company, and that Consultant will provide
no services relating to any capital raising or the promotion or
maintenance of a market for the shares of the Company.
2. The Shares will be issued to the principals of Consultant,
Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxx (the "Principals"), in equal
proportions. The Shares shall be issued in installments, the first of
which shall be 100,000 shares of the Shares. Following issuance of the
first 100,000 shares of the Shares, the Principals shall be able to
sell the shares on the open market, and shall provide the Company with
copies of brokerage statements reflecting any sale of the Shares. The
net sale proceeds after brokerage commissions shall be applied as a
credit against the Balance and, if there is still an unpaid amount of
the Balance thereafter, the Company shall issue a second installment of
up to 100,000 shares of the Shares, or, if less, the number of shares
which is equal to the remainder of the Balance divided by the closing
price of the Company's common shares on the OTC BB exchange on the day
prior to the day of issue. Additional installments of the Shares shall
thereafter be issued on the same terms and conditions until such time
as the entire Balance has been paid in full. If the Principals
determine not sell all of the Shares and prefer to hold all or part of
the Shares, then if the Shares reach a trading price of $0.15 per share
for a period of five consecutive trading days, then the entire
remaining Balance shall be considered to be paid in full.
2. The Consultant shall use the Consultant's best efforts to assist
the Company by providing the Consulting Services.
3. The Consultant and the Principals each shall be an independent
contractor and shall have no right or authority to assume or create any
obligations or responsibility, express or implied, on behalf of or in
the name of the Company, unless specifically authorized in writing by
the Company. No provision of this Agreement shall be construed to
preclude Consultant or the Principals from pursuing other projects.
Likewise, the Company shall be free to engage the services of other
consultants who may compete directly with Consultant in providing
similar Consulting Services. Consultant and the Principals each
understands and agrees that Consultant and the Principals each is not
an employee of the Company or any parent, subsidiary or affiliates of
the Company, including International Financial Concierge Services,
Inc., a Florida corporation, ("IFCS") and Consultant and the Principals
each covenants and agrees that Consultant and the Principals each will
make no claim, contention or argument that Consultant and the
Principals each is or ever was an employee of the Company or any of its
parent, subsidiaries or affiliates.
4. The Consultant and the Principals shall not be liable for any
mistakes of fact, errors of judgment, for losses sustained by the
Company or any subsidiary or for any acts or omissions of any kind,
unless caused by the negligence or intentional misconduct of the
Consultant and the Principals or any person or entity acting for or on
behalf of the Consultant and the Principals.
5. The Company and its present and future subsidiaries jointly and
severally agree to indemnify and hold harmless the Consultant and the
Principals each against any loss, claim, damage or liability
whatsoever, (including reasonable attorneys' fees and expenses), to
which Consultant and the Principals each may become subject as a result
of performing any act (or omitting to perform any act) contemplated to
be performed by the Consultant and the Principals each pursuant to this
Agreement unless such loss, claim, damage or liability arose out of
Consultant's and the Principals' negligence, or intentional misconduct.
The Company and its subsidiaries agree to reimburse Consultant and the
Principals each for the reasonable costs of defense of any action or
investigation (including reasonable attorney's fees and expenses);
provided, however, that Consultant and the Principals each agrees to
repay the Company or its subsidiaries if it is ultimately determined
that Consultant or the Principals is not entitled to such indemnity.
In case any action, suit or proceeding shall be brought or threatened,
in writing, against Consultant and the Principals, it shall notify the
Company within three (3) days after the Consultant and the Principals
receive notice of such action, suit or threat. The Company shall have
the right to appoint the Company's counsel to defend such action, suit
or proceeding, provided that Consultant and the Principals each
consents to such representation by such counsel, which consent shall
not be unreasonably withheld. In the event any counsel appointed by
the Company shall not be acceptable to Consultant and the Principals,
then the Company shall have the right to appoint alternative counsel
for Consultant and the Principals reasonably acceptable to Consultant
and the Principals, until such time as acceptable counsel can be
appointed. In any event, the Company shall, at its sole cost and
expense, be entitled to appoint counsel to appear and participate as
co-counsel in the defense thereof. Consultant and the Principals, or
their co-counsel, shall promptly supply the Company's counsel with
copies of all documents, pleadings and notices which are filed, served
or submitted in any of the aforementioned. Consultant and the
Principals each shall not enter into any settlement without the prior
written consent of the Company, which consent shall not be unreasonably
withheld.
6. Consultant and the Principals each covenants and agrees that the
Shares shall be and represent full payment and discharge of any claim
by Consultant and the Principals for any compensation, commission or
other earnings of any kind against the Company and any current or
future parent, subsidiary or affiliates of the Company, other than the
Balance. Consultant and the Principals each further covenants and
agrees that the value of the Shares represented by the Balance, as
determined herein, shall be reported to Consultant on IRS Form 1099 for
the year 2002.
7. This Agreement shall be binding upon the Company and the
Consultant and their successors and assigns.
8. If any provision or provisions of this Agreement shall be held to
be invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of
this Agreement (including, without limitation, each portion of any
section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid
illegal or unenforceable.
9. No supplement, modification or amendment of this Agreement shall
be binding unless executed in writing by both parties hereto. No
waiver of any other provisions hereof (whether or not similar) shall be
binding unless executed in writing by both parties hereto nor shall
such waiver constitute a continuing waiver.
10. This Agreement may be executed in one or more counterparts, each
of which shall for all purposes be deemed to be an original but all of
which shall constitute one and the same Agreement.
11. The Parties agree that should any dispute arise in the
administration of this Agreement, that this Agreement shall be governed
and construed by the laws of the State of Florida, without regard to
conflicts of laws of any other jurisdiction. The Parties further agree
that any action arising out of this agreement shall be brought
exclusively in appropriate court located in Palm Beach County, Florida.
12. This Agreement contains the entire agreement between the parties
with respect to the consulting services to be provided to the Company
by the Consultant and supersedes any and all prior understandings,
agreements or correspondence between the parties.
IN WITNESS WHEREOF, the Company and the Consultant have caused this
Agreement to be signed by duly authorized representatives as of the day
and year first above written.
PRECOM TECHNOLOGY, INC. CONSULTANT:
Xxxxxxx & Company, P.C.
BY:__/s/_Drew Roberts_________ BY:__/s/_Stanley Moffitt__________
Xxxx Xxxxxxx. Vice President Xxxxxxx Xxxxxxx, Individually and
as Agent
BY:__/s/_Larry Moffitt____________
Xxxxx Xxxxxxx, Individually and
as Agent
