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EXHIBIT 10.01
CONSULTING FEE AGREEMENT
Agreement dated July 7, 1999, by and among Cordless Power Corporation, its
subsidiaries and assigns, a Florida corporation, whose principal place of
business is located at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxx, 00000 (the
"Company") and United Funding Solutions, Inc., a Florida corporation whose
principal place of business is located at 000 Xxxxxxx Xxxxxx, Xxxxx X00, Xxxx
Xxxxx, Xxxxxxx, 00000 (the "Consultant").
BACKGROUND INFORMATION
The Company desires to retain the services of the Consultant to provide
consulting services to the Company and the Consultant desires to provide such
services upon the terms and conditions set forth herein. Accordingly, in
consideration of the mutual covenants hereinafter set forth, and superceding
all agreements, written or oral pertaining to battery sales and services
between the companies, the parties agree as follows:
OPERATIVE PROVISIONS
1. Consultant Services. Subject to the terms and conditions of this
Agreement, the Consultant shall provide consulting services to the Company in
connection with its battery projects. The Consultant has no minimum or
maximum time limits in performing its duties hereunder. The Consultant is
required to assist the Company on an as-needed basis in the successful
management of its battery operations. Consultant shall retain one (1) seat on
the Parent Corporation's Board of Directors, (Diversified Resources Group,
Inc., "DRGI").
2. Compensation. The Company shall pay the Consultant according to the
following schedule: $100,000.00 per year, paid bi-weekly.
-- 10,000,000 post-reverse DRGI shares, subject to the terms and conditions
below.
2.1 Grant of Stock. In consideration of service to the Company and for good
and valuable consideration, the Company grants to the Grantee 10,000,000 post-
reverse shares of the Company's common stock which equates to an initial value
of $250,000.00 based upon a $0.025 stock price (the "Performance Shares") in
accordance with, and subject to, the terms and conditions of the Plan, and
subject to the conditions described below. The Grantee's rights with respect
to the Performance Shares shall be governed by the terms of the Plan.
Allocation of all consideration among the Grantee shall be by notification
signed by both parties.
2.2 Adjustments in Number of Shares. In the event that the shares of the
Company's common stock are changed into or exchanged for a different number of
kind of shares of the Company or other securities of the Company by reason of
merger, consolidation, recapitalization, reclassification, stock split, stock
dividend or combination of shares, the number and kind of adjustment made by
the Company's Board of Directors shall be final and binding upon the Grantee,
the Company and all other interested persons.
2.3 Vesting. The Grantee's interest in the Performance Shares will become
fully vested and nonforfeitable upon the Grantee's achievement of the
provisions listed in 2.4.
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2.4 Gross Profit Condition. It shall be a condition to the vesting of the
Performance Shares that the Company attain certain target gross profit (the
"Gross Profit Condition"). If the Gross Profit (defined below) of the Company
reaches the levels set forth in the chart below at any time within five (5)
years from the date hereof, the percentage of the grant set forth opposite
such prices below shall be deemed to have satisfied the Stock Price Condition.
Percentage of
Gross Profit Grant Satisfied
------------ ---------------
$0.00 10%
$1,000,000.00 20%
$2,000,000.00 30%
$3,000,000.00 40%
$4,000,000.00 50%
$5,000,000.00 60%
$6,000,000.00 70%
$7,000,000.00 80%
$8,000,000.00 90%
$9,000,000.00 100%
2.5 Issuance of Stock Certificates. A certificate representing the
Performance Shares (or the portion thereof that has vested and become
nonforfeitable) will be transferred to the Grantee as soon as practicable
after satisfaction of all conditions to the grant. Grantee will instruct the
Company as to the names of issuance of shares, and shall expedite delivery on
the fastest means available.
2.6 Dividend Rights. If a cash dividend or other distribution is declared on
shares of the Company's common stock after a Stock Price Condition has been
satisfied (a "Condition Satisfaction Date"), but before the Grantee's interest
in the Performance Shares is forfeited or becomes fully vested and
nonforfeitable, the Company will pay the cash dividend or distribution
directly to the Grantee with respect to that portion of the grant that has
satisfied the Stock Price Condition. If a stock dividend is declared after a
Condition Satisfaction Date, but before the Grantee's interest in the
Performance Shares is forfeited or becomes fully vested and nonforfeitable,
the stock dividend will be treated as part of the grant of that portion of the
related Performance Shares that has satisfied the Stock Price Condition, and
the Grantee's interest in such stock dividend will be forfeited or become
nonforfeitable at the same time as the Performance Shares with respect to
which the stock dividend was paid is forfeited or becomes nonforfeitable. The
disposition of each other form of dividend that may be declared after a
Condition Satisfaction Date, but before the Grantee's interest in the
Performance Shares is forfeited or becomes fully vested and nonforfeitable,
will be made in accordance with such rules as the Board of Directors may adopt
with respect to such dividend.
2.7 Voting Rights. The Grantee will be allowed to exercise voting rights
with respect to those Performance Shares that have satisfied the applicable
Stock Price Condition, even though the Grantee's interest in the Performance
Shares has not yet become fully vested and nonforfeitable.
3. Expenses. The Company shall reimburse the Consultant for all ordinary and
necessary out-of-pocket expenses incurred on behalf of the Company. The
Consultant shall furnish such receipts or other evidence of payment of such
expenses as may be reasonably necessary to substantiate the same.
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4. Confidential Information. The Consultant acknowledges that in the course
of performance of this Agreement, it will have access to and will acquire
Confidential Information (as hereinafter described) concerning the Company,
its business and operations. The Consultant agrees that it will not disclose
any Confidential Information to third parties or use any Confidential
Information for any purpose other than the performance of this Agreement
except as disclosure may be necessary or appropriate in the course of
performing this Agreement and except for disclosures made to affiliated
companies and all necessary Officers, Directors, Employees and Advisors. The
term "Confidential Information" shall include all information relating to the
business of the Company and all processes, services and other activities
engaged in by the Company during the term of this Agreement; provided,
however, that the term "Confidential Information" shall not include any
information which at the time of disclosure to the Consultant is in the public
domain, or which subsequently becomes a part of the public domain by
publication or otherwise through no fault of the Consultant, or which the
Consultant can show was in its possession or in the possession of any of its
employees at or prior to the time of disclosure, or which is subsequently
disclosed to the Consultant or its employees by a third party not in violation
of any rights or obligations owed by such third party to the Company.
5. Indemnification. Each party to this Agreement (hereinafter an
"Indemnifying Party") hereby agrees to indemnify each of the other parties to
this Agreement (hereinafter an "Indemnified Party") for and hold the
Indemnified Party harmless against the following: (a) any and all loss,
liability or damage resulting from any breach or non-fulfillment of any
agreement or obligation of the Indemnifying Party under this Agreement; and
(b) any and all actions, suits, proceedings, damages, assessments, judgments,
settlements, costs and expenses, including reasonable attorneys' fees,
incurred by the Indemnified Party as a result of the failure or refusal of the
Indemnifying Party to defend any claim incident to or otherwise honor the
foregoing provisions after having been given notice of and an opportunity to
do so.
If any claim or liability shall be asserted against an Indemnified Party which
would give rise to a claim by the Indemnified Party against an Indemnifying
Party for indemnification under the provisions of this Paragraph 5, the
Indemnified Party shall promptly notify the Indemnifying Party in writing of
the same and, subject to the prior approval of the Indemnified Party, which
approval shall not be unreasonably withheld, the Indemnifying Party shall be
entitled at its own expense to compromise or defend any such claim. The
Indemnifying Party shall keep the Indemnified Party informed of developments
with respect to such claim, including any litigation, and the Indemnified
Party shall not compromise or settle any action, claim, demand or litigation
without the prior written consent of the Indemnifying Party, in breach of
which the Indemnified Party shall have no right to indemnification under this
Agreement in respect of such compromise or settlement.
6. Term; Termination. This Agreement shall be in effect for five (5) years.
This Agreement shall remain in effect unless and until terminated as
hereinafter provided. This Agreement may be terminated (a) by the Consultant
with cause upon forty-five (45) days notice in writing to the Company; and (b)
by the Company with cause upon forty-five (45) days notice in writing to the
Consultant if the Consultant fails to perform its obligations under this
Agreement and shall fail to cure such default prior to the effective date of
termination.
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7. Independent Contractor. The Company and the Consultant agree that the
Consultant is an independent contractor under the terms and conditions of this
Agreement and shall not be deemed to be the Company's agent for any purpose
whatsoever and is not granted any right or authority under this Agreement to
assume or create any obligation or liability, whether expressed or implied,
absolute or contingent, on the Company's behalf, or to bind the Company in any
manner.
8. Miscellaneous Provisions
8.1 Notices: All notices or other communications required or permitted to be
given pursuant to this Agreement shall be in writing and shall be considered
as properly given or made if hand delivered, mailed from within the United
States by certified or registered mail, or sent by prepaid telegram to the
applicable addresses appearing in the preamble to this Agreement, or to such
other address as a party may have designated by like notice forwarded to the
other parties hereto. All notices, except notices of change of address, shall
be deemed given when mailed or hand delivered and notices of change of address
shall be deemed given when received.
8.2 Binding Agreement; Non-Assignability: Each of the provisions and
agreements herein contained shall be binding upon and inure to the benefit of
the personal representatives, heirs, devisees, successors and permitted
assigns of the respective parties hereto, however none of the rights or
obligations attaching to any party shall be assignable, without the express
written consent of the non-assigning party.
8.3 Entire Agreement: This Agreement, and the other documents referenced
herein, constitute the entire understanding of the parties hereto with respect
to the subject matter hereof, and no amendment, modification or alteration of
the terms hereof shall be binding unless the same be in writing, dated
subsequent to the date hereof and duly approved and executed by each of the
parties hereto.
8.4 Severability: Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any
reason whatever, such illegality or invalidity shall not affect the validity
of the remainder of this Agreement.
8.5 Headings: The headings of this Agreement are inserted for convenience and
identification only, and are in no way intended to describe, interpret, define
or limit the scope, extent or intent hereof.
8.6 Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8.7 Application of Florida Law: This Agreement, and the application or
interpretation thereof, shall be governed exclusively by its terms and by the
laws of the State of Florida. Venue for all purposes shall be deemed to lie
within Sarasota County, Florida.
8.8 Legal Fees and Costs: If a legal action is initiated by any party to this
Agreement against another, arising out of or relating to the alleged
performance or non-performance of any right or obligation established
hereunder, or any dispute concerning the same, any and all fees, costs and
expenses reasonably incurred by each successful party or his assigns, or its
legal counsel in investigating, preparing for, prosecuting, defending against,
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or providing evidence, producing documents or taking any other action in
respect of, such action shall be the joint and several obligation of and shall
be paid or reimbursed by the unsuccessful party.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement the day and year first written above.
Diversified Resources Group, Inc.
By:/S/ O. Xxxxxx Xxxxxxxxxxx, Chairman
Cordless Power Corporation
By: /S/Xxxxxxxxxxx X. Xxxx, President
United Funding Solutions, Inc.
By: /S/Xxxxxxx X. Xxxxxx, President
