ENGAGEMENT AGREEMENT
This agreement is made this 24th day of September 2002 by and between:
ECOM CORPORATION, ("ECOM")
000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
and
XXXXXXX XXXXXX ("XXXXXX")
0000 00xx Xxxxxx
Xxxxxxx XX 00000
WHEREAS:
1. Ecom is engaged in the business of distributing bread and bakery
products in the New York area from its distribution center in Brooklyn
New York, and Xxxxxx is experienced in the business of operating a
distribution center for such products, and
2. Ecom seeks to avail itself of the services of Xxxxxx;
NOW THEREFORE, the parties do mutually agree as follows:
ENGAGEMENT
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1. Subject to the terms hereof, Ecom hereby engages Xxxxxx and Xxxxxx
does hereby accept the engagement to provide management and
supervisory services for Ecom's Brooklyn Distribution Center and to
perform other management services at the direction of the Ecom board
of directors
2. The term of this engagement shall be for a period of ONE YEAR unless
otherwise extended by mutual agreement or terminated as provided
below.
SERVICES
--------
The scope of work to be performed includes, but is not limited to, the
following tasks:
1. Assist Ecom in organizing and operating its Brooklyn Distribution,
including establishing operating procedures, organizing routes, and
supervising the distribution and administrative personnel at the
Center;
2. Assist in the negotiation of supply contracts;
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3. Assist in establishing, maintaining and improving relationships with
customers;
4. Perform other administrative support services at the request of the
Ecom board of directors.
Xxxxxx shall perform the above services in a diligent and efficient manner
and will faithfully devote the time and effort necessary to perform the subject
services.
CONSIDERATION
-------------
In consideration for the services to be rendered by Xxxxxx as set forth
above, Xxxxxx shall receive the following consideration:
1. 1,000,000 shares of Ecom common stock that shares will be subject to
an S-8 registration.
2. In addition, Ecom shall be responsible for travel and out-of-pocket
expenses of Xxxxxx, subject to prior approval of Ecom.
RELATIONSHIP OF THE PARTIES
---------------------------
The services to be performed by Xxxxxx hereunder are personal in character
and neither this agreement nor any rights or benefits arising hereunder are
assignable by Xxxxxx without the express written approval of Ecom. In performing
its services Xxxxxx shall operate as an independent contractor and shall not act
or hold itself out as or be an agent of Ecom without further express written
approval of the Ecom board of directors.
EXTENSION AND TERMINATION
-------------------------
The term of this agreement may be extended beyond its original one-year
period upon mutual agreement of the parties.
NOTICES
-------
Any notice, direction or other instrument required or permitted to be given
under the provisions of this Agreement will be in writing and may be given by
delivery of the same or by mailing the same by prepaid, registered or certified
mail or by sending the same by telegram, telex, telecommunication, fax or other
similar form of communication, in each case addressed as set forth above. Any
notice, direction or other instrument aforesaid, if delivered, will be deemed to
have been given and received on the day it was delivered, and if mailed, will be
deemed to have been given and received on the fifth business day following the
day of mailing except in the event of
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disruption of the postal service in which event notice will be deemed to be
received only when actually received and, if sent by telegram, telex,
telecommunication, fax, or other similar form of communication, be deemed to
have been given or received on the day it was so sent.
Any party may at any time give to the other notice in writing of any change
of address of the party giving such notice and form of communication, be deemed
to have been given or received on the day it was so sent.
FURTHER ASSURANCE
-----------------
Each party will at any time and from time to time, upon the request of the
other, execute and deliver such further documents and do such further acts and
things as such other party may reasonably request in order to evidence, carry
out and give full effect to the terms, conditions, intent and meaning of this
Agreement.
INUREMENT
---------
This Agreement inures to the benefit of and is binding on the parties to
this Agreement and their respective successors and permitted assigns.
LAW
---
This Agreement shall be governed by and construed in accordance with the
laws of the United States and the State of New York.
IN WITNESS WHEREOF the parties have executed this Agreement by their duly
authorized signatories as of the day and year first above written.
ECOM CORPORATION ("ECOM")
/s/
By: ______________________
Rounsevelle X. Xxxxxx
Chairman and CEO
/s/
By: ______________________
Xxxxxxxxx Liga
President and COO
Accepted:
/s/
______________________
Xxxxxxx Xxxxxx ("Xxxxxx")
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