[LOGO]AMERICAN ACCESS
TECHNOLOGIES, XXX.xx
00 Xxxxxxx Xxxxx x Xxxxx 0000 x Xxxx Xxxx, XX 00000 o Toll Free (000) 000-0000
o Phone (000) 000-0000 o Fax (000) 000-0000
CONSULTING AGREEMENT
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This Agreement is made as of this 26th day of January, 2000, by and
between American Access Technologies, Inc., ("the Company") a corporation duly
organized and existing under the laws of Florida, with offices at 00 Xxxxxxx
Xxxxx, Xxxxx 0000, Xxxx Xxxx, Xxxxxxx, 00000 and ("the Consultants") Xxxx Xxxx,
00 Xxxxxxxxx Xx., Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxx 00000; and Xxxx Xxxxxxx, 000
Xxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx 00000.
WHEREAS, the Company is engaged in the business of developing
innovative telecommunications technology, and Consultants design and develop
Internet technology and portals,
WHEREAS, the Company wishes assistance is assessing e-commerce
business-to-business opportunities,
WHEREAS, the Company wishes to retain the services of the Consultants
on the following terms and conditions:
1. The Company hereby retains the services of the Consultants for a
period of 12 months. In exchange for the Consulting Services (as that
term is defined herein), the Consultants shall receive warrants for
200,000 shares of American Access common stock, exercisable for cash
only; up to and including 180 days from issuance at $10 per share and
thereafter at $15 per share until expiration of the warrants at one
year from date of issuance. Upon acceptance of this agreement,
American Access shall immediately begin and thereafter file a Form S-8
registration statement to register the 200,000 shares underlying the
warrants.
2. The Consultants shall, employing their best efforts, assist the
Company in assessing business opportunities in e-commerce.
3. The Consultants shall be independent contractors and shall have no
right or authority to assume or create any obligations or
responsibility, express or implied,
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on behalf of or in the name of the Company, unless specifically
authorized in writing by the Company. No provision of this Agreement
shall be construed to preclude consultants from pursuing other
consulting or design and development projects.
4. The Consultants (including any person or entity acting for or on
behalf of the Consultants) shall not be liable for any mistakes of
fact, errors of judgment, for losses sustained by the Company or any
subsidiary or for any acts or omissions of any kind, unless caused by
the negligence or intentional misconduct of the Consultants or any
person or entity acting for or on behalf of the Consultants.
5. The Company and its present and future subsidiaries jointly and
severally, agree to indemnify and hold harmless the Consultants
against any loss, claim, damage or liability whatsoever (including
reasonable attorneys' fees and expenses), to which such indemnified
Party may become subject as a result of performing any act (or
omitting to perform any act) contemplated to be performed by the
Consultants pursuant to this Agreement if such act or omission did not
violate the provisions of Section 4 of this Agreement. So long as the
Company has not provided counsel to the Indemnified Party in
accordance with the terms of this Agreement, the Company and its
subsidiaries agree to reimburse the defense of any action or
investigation (including reasonable attorney's fees and expenses),
subject to an understanding from such Indemnified Party to repay the
Company or its subsidiaries if it is ultimately determined that such
Indemnified Party is not entitled to such indemnity. In case any
action, suit or proceeding shall be brought or threatened, in writing,
against any Indemnified Party, it shall notify the Company within
twenty (20) days alter the Indemnified Party receives notice of such
action, suit or such threat. The Company shall have the right to
appoint the Company's counsel to defend such action, suit or
proceeding, provided that such Indemnified Party consents to such
representation by such counsel, which consent shall not be
unreasonably withheld. In the event any counsel appointed by the
Company shall not be acceptable to such Indemnified Party, then the
Company shall have the right to appoint alternative counsel for such
Indemnified Party reasonably acceptable to such Indemnified Party,
until such time as acceptable
counsel can be appointed. In any event, the Company shall, at its sole
cost and expense, be entitled to appoint counsel to appear and
participate as co-counsel in the defense thereof. The Indemnified
Party, or its co-counsel, shall promptly supply the Company's counsel
with copies of all documents, pleadings and notices which are filed,
served or submitted in any of the aforementioned. No Indemnified Party
shall enter into any settlement without the prior written consent of
the Company, which consent shall not be unreasonable withheld.
6. This Agreement shall be binding upon the Company and the Consultants
and their successors and assigns.
7. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of
this Agreement (including, without limitation, each portion of any
Section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each
portion of any Section of this Agreement containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid
illegal or unenforceable.
8. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto. No waiver
of any other provisions hereof (whether or not similar) shall be
binding unless executed in writing by both parties hereto nor shall
such waiver constitute a continuing waiver.
9. This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of
which shall constitute one and the same Agreement.
10. The Parties agree that should any dispute arise in the administration
of this Agreement, that the dispute shall be resolved through
arbitration under the rules of the American Arbitration Association,
with its location in Orange County, Florida.
11. This agreement contains the entire agreement between the parties with
respect to the consulting services to be provided to the Company by
the Consultants and supersedes any and all prior understandings,
agreement or correspondence between the parties.
IN WITNESS WHEREOF, the Company and the Consultants law caused this
Agreement to be signed by duly authorized representatives as of the
day and year first above written.
AMERICAN ACCESS TECHNOLOGIES, INC.
By: /s/ Xxxx Xxxxxxx
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Name:
Title: President
/s/ XXXX XXXX
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XXXX XXXX
/s/ XXXX X. XXXXXXX
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XXXX XXXXXXX
