Exhibit 10.10
AGREEMENT
Dated May 28, 1998
The parties to this agreement are Xxxxxx Science Corp.
("Xxxxxx"), Integrated Transportation Network Group Inc. ("ITN")
and R.I.P. Consultants ("R.I.P.").
Xxxxxx and R.I.P. entered into a consulting agreement as of
February 11, 1998 (the "Old Agreement"). Xxxxxx and R.I.P. wish
to terminate the Old Agreement, and Xxxxxx, ITN and R.I.P. wish
to enter into this agreement.
Accordingly, the parties agree as follows:
1. Termination of Old Agreement. Xxxxxx and R.I.P. hereby
terminate the Old Agreement and agree with, and acknowledge to,
each other that neither of them has any further rights,
liabilities or obligations under the Old Agreement.
2. Services Regarding Listing. R.I.P. shall, from time to
time at the written request of ITN, provide ITN with advice and
assistance in connection with ITN's listing of its common stock
on the NASDAQ National Market System (the "NMS") and ITN's
relationship with the NMS. Such advice and assistance shall be
provided at such times and in such manner as the parties shall
from time to time mutually agree.
3. Compensation. ITN shall pay R.I.P. $9,000 a month
(prorated for any partial month), beginning on the first day of
the fourth calendar month beginning after ITN's common stock is
listed on the NMS.
4. Term. ITN or R.I.P. may terminate sections 2 and 3 of
this agreement at any time by notice to that effect given to the
other pursuant to section 5.2. Sections 2 and 3 shall be deemed
terminated, and the parties shall have no further obligations or
liabilities thereunder, on the 30th day after such notice of
termination is deemed to have been received pursuant to section
5.2.
5. Miscellaneous
5.1 Governing Law. This agreement shall be governed by and
construed in accordance with the law of the state of New York
applicable to agreements made and to be performed wholly in New
York.
5.2 Notices. All notices and other communications under
this agreement shall be in writing and may be given by any of the
following methods: (a) personal delivery; (b) facsimile
transmission; (c) registered or certified mail, postage prepaid,
return receipt requested; address or facsimile number given below
(or at such other address or facsimile number for that party as
shall be specified by notice given under this section 5.2):
if to Xxxxxx or ITN, to it at:
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx Xxx Jian or Xxxxxx Xxx
if to R.I.P., to it at:
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxx
All such notices and communications shall be deemed received upon
(a) actual receipt by the addressee, (b) actual delivery to the
appropriate address or (c) in the case of a facsimile
transmission, upon transmission by the sender and issuance by the
transmitting machine of a confirmation slip confirming the number
of pages constituting the notice have been transmitted without
error. In the case of notices sent by facsimile transmission,
the sender shall contemporaneously mail a copy of the notice to
the addressee at the address provided for above. However, such
mailing shall in no way alter the time at which the facsimile
notice is deemed received.
5.3 Further Assurances. From time to time, each party
shall take such action and execute and deliver such documents as
the others may reasonably request to carry out the transactions
contemplated by this agreement.
5.4 Fees and Expenses. No party shall be responsible for
the others' fees or expenses in connection with the transactions
contemplated by this agreement.
5.5 Counterparts. This agreement may be executed in
counterparts, each of which shall be considered an original, but
all of which together shall constitute the same instrument.
5.6 Separability. If any provision of this agreement is
invalid or unenforceable, the balance of this agreement shall
remain in effect, and if any provision is inapplicable to any
person or circumstance, it shall nevertheless remain applicable
to all other persons and circumstances.
5.7 Entire Agreement. This agreement contains a complete
statement of all the arrangements among the parties with respect
to its subject matter, supersedes all existing agreements among
them with respect to that subject matter, may not be changed or
terminated orally and any amendment or modification must be in
writing and signed by the party to be charged.
XXXXXX SCIENCE CORP.
By: /s/ Xx Xxx Xxxx
Xx Xxx Xxxx, President
INTEGRATED TRANSPORTATION NETWORK
GROUP, INC.
By: /s/ Xx Xxx Xxxx
Xx Xxx Xxxx,
Chairman of the Board
R.I.P. CONSULTANTS
By: /s/Xxx Xxxxxx
Xxx Xxxxxx,
Chairman of the Board
