Exhibit 10.5
Multi-Tech International, Corp.
BUSINESS CONSULTANT AGREEMENT
This agreement dated May 8, 2003, is made By and Between: Multi-Tech
International, Corp., herein referred to as "Company" and Xx. Xxx Xxxxxx,
herein referred to as "Consultant".
W I T N E S S E T H :
1. Services:
1.1 MLTI (the "Company") hereby engages Consultant as an independent
contractor, to prepare a memorandum for the board of directors of MLTI
setting for the historical background of MLTI and AlphaCom from their
respective inception to date (the "Report"). In addition, the Consultant
will advise the officers, employees, and other consultants of the company
concerning matters relating to management and organization of the company.
This will include but is not limited to investigative consulting, general
research, resolving disputes, and/or any other assignment accepted and
agreed to by the Consultant. The Consultant will issue timely and clearly-
written reports for each service provided.
1.2 The term of this Agreement will be one year. Consultant will forward
the Report to the Company on or before November30, 2003 and will forward
period status updates as requested by the Company.
1.3 Although Consultant will routinely cover the cost of his own day-to-day
activities, MLTI shall reimburse Consultant for expenses resulting from
mutually agreed upon matters.
1.4 If MLTI becomes insolvent, enters bankruptcy voluntarily or
involuntarily, has a receiver or creditors committee appointed, has an
assignment for the benefit of creditors, its stock no longer has any value,
or the President is removed from office, Consultant will have no further
responsibility to the company.
1.5 If a person or company acquires a controlling stake in MLTI, or MLTI is
merged with another company, Consultant shall have redemption rights. In
other words, upon such acquisition or merger, Consultant or its estate,
heirs, successors, assigns, Trustee, or guardian, shall have the right, but
not the obligation, to require MLTI and/or its successor to purchase all
Consultant's shares for cash. The price per share shall equal the greater of
the price per share received by other shareholders in such acquisition or
merger, the book value per share of MLTI at the time of acquisition or
merger, or the price per share traded on any open market or exchange at the
time of acquisition or merger. MLTI shall pay Consultant the full sum within
fourteen (14) days from the date Consultant notifies MLTI that Consultant is
exercising its redemption rights.
1.6 In the event of a dispute arising out of this agreement and the matters
contemplated herein, we agree to submit our dispute to binding arbitration.
1.7 Consultant agrees to keep confidential all confidential information that
it receives from MLTI, except as compelled by a judicial or administrative
process; provided, however, before providing Consultant with confidential
information, MLTI will designate it as confidential by applying an
appropriate confidentiality legend or similar device.
1.8 Consultant's name may not be used in any public way by MLTI without my
prior, express written permission.
1.9 MLTI shall defend, indemnify, and hold Consultant harmless against any
and all claims and suits arising out of any and all acts and omissions
committed by MLTI. Consultant shall defend, indemnify,
and hold MLTI harmless against any and all claims and suits arising out of
Consultant's own acts and omissions, in which MLTI had no involvement or
responsibility, except those acts of Consultant which constitute gross
negligence.
2. Terms of Agreement:
This agreement will begin May 8, 2003 and will end May 7, 2004. In the
event Consultant cancels this agreement prior to forwarding the completed
Report to the Company the Consultant shall return a portion of the shares.
3. Time Devoted by Consultant:
The Consultant will spend sufficient time to fulfill its obligations under
this agreement. The particular amount of time may vary from day to day or
week to week.
4. Payment to Consultant:
MLTI will issue to Consultant 200,000 common shares of MLTI stock by May 15,
2003. Such shares are or will shortly be properly registered with the
Securities and Exchange Commission and all other necessary Federal and state
regulatory bodies. Such MLTI common shares shall be free and clear of all
liens, claims, charges and encumbrances. Consultant shall have the complete
and unrestricted right and authority to transfer and assign such common
stock shares. All such MLTI common stock shall be duly authorized and
issued, fully paid and non-assessable, and shall not have been issued in
violation of, or subject to, any preemptive or similar rights. Furthermore,
such MLTI shares shall not be restricted in any way, including, but not
limited to, by Section 144 of the Securities and Exchange Act. MLTI shall
ensure it properly records issuance of such shares to Consultant on its
transfer ledger and corporate books, and shall promptly issue to Consultant
a stock certificate(s) reflecting his stock ownership.
Upon completion of Consultant's work, MLTI and Consultant shall negotiate an
additional bonus of shares of MLTI common stock, subject to the same terms
and conditions as stated above. This is not meant to states that a bonus is
guaranteed.
5. Independent Contractor:
Both the company and the Consultant agree that the Consultant will act as an
independent contractor in the performance of its duties under this contract.
Accordingly, the Consultant shall be responsible for payment of all taxes
including Federal, State and local taxes arising out of the Consultant's
activities in accordance with this contract, including by way of
illustration but not limitation, Federal and State income tax, Social
Security tax, Unemployment Insurance taxes, and any other taxes or business
license fee as required.
6. Confidential Information:
The Consultant agrees that any information received by the Consultant during
any furtherance of the Consultant's obligations in accordance with this
contract, which concerns the personal, financial or other affairs of the
company will be treated by the Consultant in full confidence and will not be
revealed to any other persons, firms or organizations.
7. Employment of Others:
The company may from time to time request that the Consultant arrange for
the services of others. All costs to the Consultant for those services will
be paid by the company but in no event shall the Consultant employ others
without the prior authorization of the company.
8. Representation. Consultant is an accredited investor as defined under
Regulation D and is sophisticated in investments, and is aware of the risk
entailed in accepting stock in lieu of cash for his services provided
hereunder.
9. Signatures:
Both the company and the Consultant agree to the above contract:
Accepted by: Accepted by:
_____/s/____________________ _____/s/_________________________
Xx. Xxxx Xxxxxxx III Xx. Xxx Xxxxxx
Chairman / President Date: May 9, 2003
Multi-Tech International, Corp.
Date: May 9, 2003
