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Exhibit 99.5 Consulting Agreement dated September 1, 2000, with Lone
Wolf Business Services
ConectiSys Corporation Consulting Agreement
This consulting agreement ("the Agreement") is entered into as dated
below, by and between Conectisys Corp., a Colorado corporation and its
subsidiaries or affiliates ("the Company" and Lone Wolf Business Services, a
company doing business in the state of California ("the Consultant"). The
parties, intending to be legally bound hereby, agree as follows:
1. Retention: The Company will retain the Consultant during the Consulting
Period (as defined in Section 2 below), and Consultant hereby agrees to be
so retained by the Company, all subject to the terms and provisions of
this Agreement.
2. Duties of Consultant: During the Consulting Period, the Consultant shall
use reasonable and best efforts, to perform those actions and
responsibilities necessary to complete the tasks described in the attached
Exhibit A, entitled "Scope of Work". Consultant shall render such services
diligently and to the best of the Consultant's ability. Consultant shall
report to Xxxxxx X. Xxxxxx, Company CEO only. Consulting period shall be
on an as needed basis but not less than twelve (12) months from the date
of this Agreement.
3. Other Activities of Consultant: The Company recognizes that the Consultant
shall perform only those services that are reasonably required to
accomplish the goals and objectives set forth herein. In the event
Consultant is affiliated with any entity which proposes to deal with the
Company, Consultant shall disclose the nature of such relationship to the
Company, prior to the Company making any decision, and shall obtain the
approval of the Company, which approval shall be conclusively deemed
granted upon written notice from Xx. Xxxxxx X. Xxxxxx, or the Company's
designated representative. Consultant may not assign this Agreement.
4. Compensation: In consideration for the Consultant entering into this
Agreement, the Company shall compensate the Consultant as follows:
i. Retainer: 250,000 shares of common stock.
ii. Fees: The Company shall pay to Consultant on an hourly basis
at the rate of $250.00 per hour. Consultant shall xxxx the
Company on a quarterly basis.
iii. 250,000 share retainer shall be paid within 30 days of the
execution of this Agreement or within a reasonable time
thereafter by mutual agreement.
iv. Expenses: Consultant shall pay its own expenses and may hire
and
supervise any expert consultants, as it deems necessary, to
complete the Agreement at no extra cost to the Company.
v. Payment of Compensation: The Company shall transfer or cause
to be transferred, 250,000 of shares of the Company's S-8
Common Stock as a retainer for services rendered. Such Common
Stock shall be issued following a short form registration
under Form S-8. The Company shall be obligated to prepare and
file, a registration statement (the "Registration Statement")
and amendments thereto, with the Securities and Exchange
Commission (the "Commission"), for the registration of the
Common Stock, under the Securities and Exchange Act of 1933
(the "Act") and shall be obligated to cause such Registration
Statement and amendments thereto, to be declared effective by
the Commission, as soon as practicable. The Company shall be
obligated to the Consultant to continually maintain at the
Company's own expense, the currency and effectiveness of such
Registration Statement of the Company, including the filing of
any and all applications and other notifications, filings and
post-effective amendment and supplements (collectively, the
"Current Registration Statement"), as may be necessary, so as
to permit the resale of the Common Stock for common stock of
the Company, which is freely tradable.
vi. Consultant shall be granted an option to purchase 250,000
shares of common stock at 15% below the average closing price
of the stock during previous 20 days of trading. Said option
shall be for 12 months from the date of this Agreement.
vii. Consultant shall on a quarterly basis provide Company with
invoice for services indicating hours; fees earned and
retainer stock sold in satisfaction thereof with proper
records documenting sale of said retainer stock including the
date, amount, and price.
5. Termination: Subject to the cure provisions contained herein, the Company
may terminate the Agreement for cause upon written notice. Cause shall be
defined as the Consultant fails to perform the duties outlined in this
agreement in good faith and fails to properly service the Company's needs
as reasonably expected under the implied "good faith" provisions herein.
Notice of Termination shall state specifically the facts and circumstances
claimed as the basis for termination of the Agreement. Such notice has to
be approved by Xx. Xxxxxx X. Xxxxxx.
6. Notice: Any notice required, permitted, or desired to be given, pursuant
to any of the provisions of this Agreement, shall be deemed to have been
sufficiently given or served for all purposes, if delivered in person, or
sent via e-mail with return verification or by certified mail with receipt
requested, postage and fees prepaid, or by national overnight delivery
prepaid service, to the parties at their addresses, set forth below. The
Company at the address below will keep copies of notices to Consultant.
Notice to Consultant shall be sent to then Consultant at the address
below. Either party may change the address to which notice shall be sent.
The addresses of the parties are as follows:
The Consultant:
Lone Wolf Business Services
X.X. Xxx 000000
Xxx Xxxxxxx, XX 00000
The Company:
Conectisys Corporation
00000 Xxx. Xxxxxxxx
Xxxxx 000
Xxxxxxxx XX 00000
Phone (000) 000-0000
Fax (000) 000-0000
7. Waiver: No course of dealing, nor any delay on the part of either party in
exercising any rights hereunder, will operate as a waiver of any rights of
that party. No waiver of any default or breach of this Agreement or
application of any term, covenant, or provision, hereof, shall be deemed a
continuing waiver, or a waiver of any other breach, default, or the waiver
of any other application of any term, covenant, or provision.
8. Successors: Prior to the effectiveness of any succession (whether direct
or indirect, by purchase, merger, consolidation, or otherwise), to all, or
substantially all, of the business and/or assets of the Company, the
Company will require the successor, to expressly assume and agree to
perform this Agreement in the same manner, and to the same extent, that
the Company would be required to perform it, if no such succession had
occurred. As used in this agreement, "Company" shall mean the Company has
defined above and any successor to its business and/or assets, which
executes and delivers the Agreement, provided for in this Section 10, or
which otherwise becomes bound by all the terms and provisions of this
Agreement, by operation of law. This agreement is not transferable by
Consultant since it requires the specific services of Consultant without
the prior written approval of the Board of Directors and the President of
the Company.
9. Survival of Terms: Notwithstanding the termination of this Agreement for
whatever reason, the provisions hereof, shall survive such termination,
unless, the context requires otherwise.
10. Counterparts: This agreement may be executed in two or more counterparts,
each of which, shall be deemed to be an original, but all of which
together, shall constitute one and the same instrument. Any signature by
facsimile, shall be valid and binding, as if an original signature were
delivered.
11. Captions: The caption headings in this Agreement are for convenience of
reference only, and are not intended, and shall not be construed, as
having any substantive effect.
12. Governing Law: This Agreement shall be governed, interpreted, and
construed, in accordance with the laws of the State of California,
applicable to agreements entered into and to be performed entirely
therein. Any suit, action, or proceeding, with respect to this Agreement,
shall be brought exclusively in the state courts of the State of
California, or in the federal courts of the United States, which is
located in the Central District of California specifically in Los Angeles,
California. The parties hereto, hereby agree, to submit to the
jurisdiction and venue of such courts, for the purposes hereof. Each party
agrees that to the extent permitted by law, the losing party in a suit,
action, or proceeding in connection herewith, shall pay the prevailing
party, its reasonable attorney's fees, incurred in connection therewith.
13. Entire Agreement/Modifications: This Agreement constitutes the entire
agreement between the parties and supersedes all prior understandings and
agreements, whether oral or written, regarding Consultant's retention by
the Company. This Agreement shall not be altered or modified, except in
writing, duly executed by the parties hereto.
14. Warranty: The Company and Consultant each hereby warrant and agree, that
each is free to enter into this Agreement, that the parties signing below
are duly authorized and directed to execute this agreement, and that this
Agreement is valid, binding, and enforceable, against the parties hereto
The parties further agree that they shall both use good faith efforts in
their performance of the covenants, conditions and obligations stated
herein and any failure to do so is a material breech of this Agreement.
15. Enforceability: If any term, covenant, provision, or any part thereof, is
found by any court of competent jurisdiction to be invalid, illegal, or
unenforceable in any respect, the same shall not affect the remainder of
such term, covenant, provision, any other terms, covenants or provisions,
or any subsequent application of such term, covenant or provision, or
portion thereof. In lieu of any such invalid, illegal, or unenforceable
provision, the parties hereto intend that there shall be added, as part of
this Agreement, a term, covenant, or provision, as similar in terms, to
such invalid, illegal, or unenforceable term, covenant of provision, or
part thereof, as may be possible and be valid, legal, and enforceable.
IN WITNESS HEREOF, the parties hereto have duly executed and delivered this
Agreement, as of the 1st day of September 2000.
LONE WOLF BUSINESS SERVICES CONECTISYS CORPORATION
________________________________ _______________________________________
Exhibit "A"
Scope of Work
Description:
Consultant shall be in charge of all business and legal affairs dealing
with the proper operation of the Company as an entity. Consultant shall
perform the following without delay:
a. Prepare and file all SEC required reports including but limited to
all 10-KSBs, 10-QSBs, 8-Ks and all other reports necessary for the
continued operations of the company.
b. Supervise the preparation of all audits by in house and outside CPAs
to the Company.
c. Supervise and maintain the communications with all the company's
consultants including all professionals i.e. lawyers and accountants
to ensure that the company receives proper professional services it
desires.
d. Review and prepare all employment agreements with company.
e. Prepare all necessary Board of Directors minutes to reflect the
operations of the company.
f. Prepare and supervise the filing of an S-8 Registration statement.
g. Prepare and supervise the preparation of a SB-2 Registration
statement.
h. Review and revise if necessary all legal contracts and agreements
executed or negotiated or reviewed by the company.
i. Review all lawsuits and claims against the Company.
j. Prepare for and administer the Company's 2001 Annual Shareholders
Meetings; prepare all necessary documentation and notices therefore.
