December 24, 2000
Prentice Services LTD.
00-00 Xxxx Xxxx
Xxxxx xxxxxx
Xxxxxx XX00 00X
Fax - 000-00-0-000-0000
Mr. Xxxx Xxxxx
CEO
Xxxxxxx Communications Corporation
0000 00xx Xxxxxx XX
Xxxxx Xxxxxx, Xxxx 00000
Dear Xx. Xxxxx:
When executed in the space provided below, this letter agreement
("Agreement") shall serve to memorialize the terms and conditions of the
retention of Prentice Services LTD ("Prentice") by Xxxxxxx Communications
Corporation ("MCC") with respect to consulting services to be rendered by
Prentice to MCC's subsidiary Priority International Communications, Inc. ("PIC")
as follows:
1. The effective date of the Agreement shall be December 1, 2000.
Prentice shall provide the personal services of Xxxxx Xxxxxx ("Xxxxxx") to PIC
with respect to projects and duties personally assigned to Xxxxxx by the CEO of
MCC. Xxxxxx shall serve as a Director and President of PIC and shall discharge
all duties and have all responsibilities traditionally associated with such a
position.
2. Prentice will receive a retainer of $15,000 per each month or
portion of a month that services are rendered hereunder. The retainer is
payable in advance and is due by the first calendar day of the month in which
the services are to be rendered. Prentice will provide a monthly invoice for
such retainer that will include a statement of the prior month's out-of-pocket
expenses to be reimbursed by PIC. Any travel or other major expenses shall be
consistent with expense guidelines applicable to senior executives of MCC. The
parties mutually agree to periodically review the appropriateness of the
retainer and make such increases to the retainer, as the level of services
provided by Prentice shall reasonably indicate. In addition, Prentice may, at
the sole discretion of the Board of Directors, receive additional success fees
and bonuses (including grants of equity securities in MCC and its affiliates).
3. Prentice and Xxxxxx shall maintain all non-public information
of MCC and PIC as strictly confidential except to the extent otherwise required
by applicable law or court order.
4. The initial term of this Agreement shall be one (1) month and
monthly thereafter. Either party may terminate this agreement, with or without
cause, effective upon six (6) month's prior written notice. Any termination
shall be without prejudice to Prentice's rights to receive retainer payments and
reimbursement of expenses for all periods prior to the effective date of such
termination.
Please indicate your acceptance of the foregoing terms and conditions by
executing a counterpart of this agreement in the space provided below and
returning same to: Prentice Services LTD, 0000 Xxxxx Xxxxx, Xxxxxx, XX 00000 or
Fax to 000-00-0-000-0000.
Sincerely,
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Xxxxxxxx Services LTD.
Agreed and accepted this ____ day of December, 2000.
By /s/ Xxxx Xxxxx
-------------------------
Xxxx Xxxxx
Chief Executive Officer
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