EXHIBIT 10.18
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ADVISORY BOARD AGREEMENT
This ADVISORY BOARD AGREEMENT made as of this 1st day of April, 2001 by and
between ESSTEC, INC., a Nevada corporation, having an office at 0000 Xxxx
Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (hereinafter
referred to as "ESSTEC") and Xxxxxxx X. Xxxxx, an individual, with an address at
XX Xxx 0000, Xxxxxx 000, Xxxxxx, Xxxx (hereinafter referred to as "HASAN").
W I T N E S S E T H:
WHEREAS, ESSTEC desires to retain HASAN for its advisory board; and
WHEREAS, HASAN is willing to serve on the advisory board of ESSTEC upon the
terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein set forth it is agreed as follows:
1. Retain HASAN as Advisory Board Member. ESSTEC hereby retains HASAN
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to serve on its advisory board until removed by the Board or until HASAN
resigns.
2. Duties. HASAN shall perform those functions generally performed by
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persons of such title and position, shall attend all meetings of the Advisory
Board and shall perform any and all related duties and shall have any and all
powers as may be prescribed by resolution of the Advisory Board, and shall be
available to confer and consult with and advise the officers and directors of
ESSTEC at such times that may be required by ESSTEC.
3. Compensation: HASAN shall receive nonrefundable compensation of 15,000
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stock options exercisable at $3.50 per share of the Restricted Common Stock of
the Company upon completion of six months of duty hereunder. Additionally, for
any funds raised thru the efforts of HASAN, he shall receive 10% of the funds
raised as cash compensation. Additionally, for any business that is developed
based on HASAN'S efforts, HASAN shall receive compensation based on the rate
negotiated at a later date.
4. Expenses. HASAN shall submit to ESSTEC reasonably detailed receipts
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with respect thereto which substantiate HASAN's expenses, including expenses to
attend all advisory board meetings and ESSTEC shall reimburse HASAN for all
reasonable documented expenses.
5. Secrecy. At no time shall HASAN disclose to anyone any confidential or
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secret information (not already constituting information available to the
public) concerning: (a) internal affairs or proprietary business operations of
ESSTEC or its affiliates; or (b) any trade secrets, new product developments,
patents, programs or programming, especially unique processes or methods.
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6. Termination.
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(a) Termination by ESSTEC
(i) ESSTEC may terminate this Agreement immediately for Cause. For
purposes hereof, "Cause" shall mean: (a) the conviction of HASAN for the
commission of a felony; and/or (b) the habitual abuse of alcohol or controlled
substances.
(ii) This agreement automatically shall terminate upon the death of HASAN,
except that HASAN's estate shall be entitled to receive any amount accrued under
Section 3 for the period prior to HASAN's death and any other amount to which
HASAN was entitled of the time at his death.
7. Arbitration. Any controversies between ESSTEC and HASAN involving the
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construction or application of any of the terms, provisions or conditions of
this Agreement shall on the written request of either party served on the other
be submitted to arbitration. Such arbitration shall comply with and be governed
by the rules of the American Arbitration Association. An arbitration demand must
be made within one (1) year of the date on which the party demanding arbitration
first had notice of the existence of the claim to be arbitrated, or the right to
arbitration along with such claim shall be considered to have been waived. An
arbitrator shall be selected according to the procedures of the American
Arbitration Association. The cost of arbitration shall be borne by the losing
party unless the arbitrator shall determine otherwise. The arbitrator shall have
no authority to add to, subtract from or otherwise modify the provisions of this
Agreement, or to award punitive damages to either party.
8. Attorneys' Fees and Costs. If any action at law or in equity is
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necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
9. Entire Agreement: Survival. This Agreement contains the entire agreement
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between the parties with respect to the transactions contemplated herein and
supersedes, effective as of the date hereof any prior agreement or understanding
between ESSTEC and HASAN. The unenforceability of any provision of this
Agreement shall not effect the enforceability of any other provision. This
Agreement may not be amended except by an agreement in writing signed by the
HASAN and the ESSTEC, or any waiver, change, discharge or modification as
sought. Waiver of or failure to exercise any rights provided by this Agreement
and in any respect shall not be deemed a waiver of any further or future rights.
The provisions of this Agreement shall survive the termination of this
Agreement.
10. Assignment. This Agreement shall not be assigned to other parties.
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11. Governing Law. This Agreement and all the amendments hereof, and
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waivers and consents with respect thereto shall be governed by the internal laws
of the State of California, without regard to the conflicts of laws principles
thereof.
12. Notices. All notices, responses, demands or other communication under
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this Agreement shall be in writing and shall be deemed to have been given when:
(a) delivered by hand; (b) sent by telex or telefax, (with receipt confirmed),
provided that a copy is mailed by registered or certified mail, return receipt
requested; or (c) received by the addressee as sent by express
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delivery service (receipt requested) in each case to the appropriate
addresses, telex numbers and telefax numbers as the party may designate to
itself by notice to the other parties:
(i) if to ESSTEC:
ESSTEC, INC.
Attn: Xx. Xxxxx X. Xxxxxx
0000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000
(ii) if to HASAN:
XXXXXXX X. XXXXX
XX Xxx 0000, Xxxxxx 000, Xxxxxx
Xxxx
Phone: (968) 562166 Fax: (968) 568647
13. Severability of Agreement. Should any part of this Agreement for any
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reason be declared invalid by a court of competent jurisdiction, such decision
shall not affect the validity of any remaining portion, which remaining
provisions shall remain in full force and effect as if this Agreement had been
executed with the invalid portion thereof eliminated, and it is hereby declared
the intention of the parties that they would have executed the remaining
portions of this Agreement without including any such part, parts or portions
which may, for any reason, be hereafter declared invalid.
14. Prior Agreements. Any prior agreements between the parties with respect
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to this same subject matter is null and void.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of the
day and year first above written.
ESSTEC, INC.
___________________________
By: Xxxxx Xxxx
Its: President
_________________________________
XXXXXXX X. XXXXX
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