Classica Microwave Technologies, Inc.
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
(000) 000-0000 (000) 000-0000 fax
September 21, 1999
Ing. Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, x.00
00000 Xxxxxx Emilia
RE: Engagement for Development and Engineering Services Utilizing Microwave
Technology.
Dear Ing. Ruozi:
This letter shall serve to confirm our agreement with respect to the
services you will perform on behalf of
The Classica Group, Inc. (The Group")
1. The Development and Engineering Services to be Provided
You will provide the following services:
i. Develop and design various food related systems
utilizing microwave technology, which The Group will
have the ability and right to patent.
ii. Aid in the food product development to be processed
utilizing microwave technology.
iii. Train our personnel in the use and servicing of the
microwave systems.
iv. Serve on our technical advisory board, which will
advise us as to the direction of the microwave
project.
2. Terms of Engagement
The initial term of this engagement shall be
thirty-six (36) months, commencing on October 1, 1999. This
agreement will automatically be renewed for additional twelve
(12) month periods unless either party notifies the other in
writing, at least thirty (30) days prior to the expiration
date of each term of engagement, of its desire not to renew.
3 Fees for Services and Method of Payment
SBI shall pay you a monthly fee of:
October 1, 1999 through December 31, 1999 $1,000
January 1, 2000 through June 30, 2000 $2,000
July 1, 2000 through December 31, 2000 $3,000
January 1, 2001 through December 31, 2001 $5,000
January 1, 2002 and thereafter $6,000
Payment of the fee is due on the first day of the
month. The Group will also be billed for telephone charges,
copying, and any other out-of-pocket expense incurred in the
ordinary course of servicing the Company. The Company will be
responsible for all travel expenses incurred on behalf of the
Company, for which prior approval of the Company must be
obtained. The Company shall grant you 75,000 options for the
purchase of The Classica Group, Inc. common stock exercisable
at the closing bid price of the stock on the date of the
signing of this agreement. The above options shall vest as
follows: 25,000 of the options shall immediately vest upon
executing this agreement, 25,000 of the options shall vest
thirty (30) days thereafter, and the balance of the options
shall vest sixty (60) days after executing this agreement.
You shall receive piggyback registration rights. The
above options shall expire three (3) years from the effective
date of this agreement.
4. Termination
This engagement may only be terminated in the event
of default by either party. The Group shall default if they
fail to pay your fees when due and such non-payment shall
continue for more than ten (10) calendar days.
You shall default should you fail to provide the
services contemplated by this agreement in a timely and
professional manner.
If either party is in default the other party shall
be required to notify the defaulting party of their intention
to terminate.
Upon notice of termination, all options not yet
vested shall immediately expire.
5.Governing Law
This agreement shall be governed and interpreted with
the laws of the State of New Jersey without regard to the
conflict of interest principles thereof or the actual
domiciles of the parties herein.
If the terms of this agreement are acceptable to you, please indicate
by executing, dating and returning a copy of this agreement to the Company.
Very truly yours,
Xxxxx Xxxxxxx
President
Agreed to and accepted by:
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Xxxxxxxx Xxxxx Date
