CONSULTING AGREEMENT
This consulting agreement (the "Agreement") is entered into
as of the 19th day of March 2007 by Alfa International Holdings
Corp., a corporation organized under the laws of the State of
Delaware ("Alfa") which maintains its corporate office at 000
Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 and Xxx Xxxxxx, an individual
("Hamdan"), whose address is 000 Xxxxx Xxx Xxxxxxxx Xxx.,
Xxxxxxxxxx, XX 00000-0000. Alfa and Hamdan are sometimes
referred to herein individually as a "Party" or collectively as
the "Parties".
W I T N E S E T H :
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WHEREAS Alfa is a holding company and a publicly traded
corporation, whose common stock is quoted on NASDAQ's OTC
Electronic Bulletin Board under the symbol "AHDS", and
WHEREAS Journey of Light, Inc., a New York corporation
("JOL") is engaged in the real estate development business in the
Sultanate of Oman ("Oman") and JOL is a wholly owned subsidiary of
Alfa, and
WHEREAS JOL intends to organize Omagine LLC ("OmagineCo") as
a wholly owned subsidiary under the laws of Oman and plans to have
OmagineCo be the owner and developer of a real estate project (the
"Omagine Project") in Oman, and
WHEREAS Alfa and JOL are desirous of further developing JOL's
business including its sales and marketing efforts, and
WHEREAS Hamdan has expertise in the real estate business,
business management, strategic planning, sales, marketing and
business development in the U.S. and the Middle East, and
WHEREAS Alfa and JOL are desirous of ultimately hiring Hamdan
as Alfa's President and Chief Operating Officer under the terms
and conditions outlined in the draft employment agreement attached
hereto as Exhibit A (the "Draft Employment Agreement"), and
WHEREAS Hamdan is desirous of ultimately being hired as
Alfa's President pursuant to the terms outlined in the Draft
Employment Agreement provided certain conditions precedent have
been met, and
WHEREAS Hamdan has agreed to act in the capacity of the
Company's "General Manager" and strategic management and business
consultant pursuant to this Agreement and to consult for the
Company on such other general business matters as the Parties deem
desirable and advisable.
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NOW THEREFORE, for and in consideration of the compensation
to be paid and the services to be rendered under the terms of this
Agreement, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged by the
Parties, the Parties hereby agree as follows:
1. Preamble / Definitions. The above stated preamble
clauses are all incorporated herein as if fully set forth in the
body of this Agreement. All capitalized terms in this Agreement
shall, unless otherwise indicated herein, have the meanings assigned
to them in the Draft Employment Agreement. In this Agreement the
word "Company" shall be deemed to include Alfa, JOL and OmagineCo.
2. Term. The term of this Agreement (the "Term")
shall, unless otherwise terminated in accordance with the
provisions of Article 8 hereof, be for the period beginning on
March 19, 2007 and ending on that date which is the earlier of:
(i) the date (the "Financial Closing Date") on which
OmagineCo signs the definitive documents with financial
institutions and/or banks (collectively, the "Financial
Institutions") whereby the Financial Institutions
become legally obligated to provide OmagineCo with the
construction financing necessary to design and
construct the Omagine Project, or
(ii) December 31, 2007, or
(iii) the date Alfa ceases all operations and business or
files for bankruptcy protection.
3. Hamdan's Obligations. Hamdan agrees to exert his
best efforts (i) to assist the Company in accomplishing its
primary objective of completing all actions and tasks necessary to
cause OmagineCo to arrive at the Financial Closing Date, and (ii)
to perform those duties outlined in the Draft Employment
Agreement. In this respect, Hamdan agrees to devote that portion
of his business time and efforts to the business affairs of the
Company as he deems necessary to accomplish the foregoing. Hamdan
as part of his present business activities operates a real-estate
development business ("Paramount") and a title insurance and
mortgage business ("Premier") in the United States and is an
equity owner of The Renaissance Team, Inc., a New York
corporation ("TRT") and Renaissance Development Holdings Corp., a
New York corporation ("RDH"). Paramount, Premier, TRT, RDH and
any of their subsidiaries or affiliates are herein referred to as
the "Hamdan Affiliated Companies". Notwithstanding anything to
the contrary contained herein, the Company hereby expressly agrees
that Hamdan, at his sole discretion, shall be permitted to consult
for other businesses, including the Hamdan Affiliated Companies
during the Term, provided only, that such businesses are not
competitors of the Company. The Company has disclosed certain
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portions of the Proprietary Information (as hereinafter defined)
to Hamdan and agrees to disclose to Hamdan such further portions
of the Proprietary Information which, in the judgment of the
Parties, is necessary to enable Hamdan to determine the needs and
requirements of the Company and to perform his obligations
hereunder.
4. Financial Disclosure by the Company. The Company
agrees to disclose to Hamdan during the Term such corporate and
financial information, some of which may be material non-public
information, about their past and present operations and future
plans to allow Hamdan to develop a strategy to fulfill his
obligations and to accomplish the Company's objectives.
5. Effectiveness of Employment Agreement. The Parties
agree (i) that pursuant to this Agreement Hamdan is neither an
employee, officer or director of the Company and further (ii)
that:
(i) if the Term of this Agreement ends as a result
of the occurrence of either of the events described in Section 2
(ii) or 2 (iii) herein, then Hamdan and Alfa will not execute any
employment agreement and no Party will have any further
obligations to the other Party except as specified in this
Agreement, but
(ii) if the Term of this Agreement ends as a result
of the occurrence of the event described in Section 2 (i) herein,
then on the first day of the month next following the Financial
Closing Date, Hamdan agrees that he will execute and deliver an
employment agreement with Alfa, the terms and conditions of which
will be as generally described in the Draft Employment Agreement.
6. Non-Disclosure by Hamdan . Hamdan understands and
acknowledges the importance of maintaining the secrecy and
confidentiality of all information relating to or concerning the
Company and its products and plans, including but not limited to:
marketing plans, drawings, prototypes, products, designs,
documents, manuals, notes, photographs, customer lists, customer
notes, sales materials, customer proposals, sales orders, things
and information, whether oral or written, relating to the Company
or its products as well as all other confidential information,
financial or otherwise, relating to Alfa, (the "Proprietary
Information"), and Hamdan agrees to treat as confidential any and
all information, including the Proprietary Information, obtained
from the Company pursuant to this Agreement, and to that end
Hamdan further agree:
(a) except in the interest of fulfilling his obligations
under this Agreement, to not disclose the Proprietary Information
(which the Parties acknowledge may include material non-public
information, financial or otherwise, pertaining to Alfa), or any
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portion thereof to third parties; and
(b) to keep any and all of the Proprietary Information
obtained under this Agreement in strict confidence and to
segregate the Proprietary Information in a safe and secure
location to which only persons authorized herein to use such
information have access; and
(c) to insure that the Proprietary Information, or any
portion thereof, is disclosed only to those employees of Hamdan
who have a need to know the Proprietary Information and to advise
those employees to whom the Proprietary Information is disclosed
of its confidential nature and of Hamdan 's obligations to treat
such Proprietary Information as confidential and to the extent
such employees are likewise obligated to maintain such Proprietary
Information in confidence in accordance with the terms of this
Agreement.
6.1. Hamdan shall be responsible for the acts or
omissions of any of his employees, affiliates or agents to whom
Hamdan shall disclose the Proprietary Information or any portion
thereof and Hamdan hereby warrants and guarantees the full and
substantial performance by such employees, affiliates or agents of
the terms, conditions and obligations of confidentiality of this
Agreement.
6.2. Hamdan agrees not to use the Proprietary
Information, or any portion thereof, for any purpose other than
that contemplated by this Agreement.
6.3 Hamdan agrees that at the end of the Term (unless the
term ends pursuant to Section 2 (i) hereof) he shall return to
Alfa within two weeks of such end of the Term any and all of the
Proprietary Information provided to him by the Company, and he
shall destroy all records of Hamdan which refer to or relate to
the Proprietary Information disclosed to him under this Agreement.
6.4 The Company agrees that the obligations of Hamdan
under this Agreement with respect to the confidentiality of the
Proprietary Information shall not be applicable to any information
disclosed by the Company to Hamdan which:
(a) is already in the possession of Hamdan from sources other
than from the Company,
(b) is generally known to and readily ascertainable by proper
means by other persons, or which, through no act or failure of
Hamdan, becomes generally known to and readily ascertainable by
proper means by other persons; or
(c) is disclosed to Hamdan by a third party not under an
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obligation to maintain the information in confidence.
If any part of the information disclosed by the Company to
Hamdan should ever meet any of the criteria established in the
above sub-paragraphs 6.4(a), (b) or (c), such shall not affect
Hamdan 's continuing obligation to maintain in confidence in
accordance with the terms of this Agreement any other part of the
Proprietary Information which does not meet such criteria.
6.5. The Parties understand and agree that no license(s)
or rights are granted under this Agreement to any aspect of the
Proprietary Information or the like, other than for the limited
purposes contemplated by this Agreement.
6.6. Title to and ownership of the Proprietary
Information shall at all times remain with the Company.
7. Compensation. Alfa hereby agrees to compensate
Hamdan for his services under this Agreement as follows:
7.1 Pursuant to the Plan, Alfa shall, upon execution of
this Agreement, xxxxx Xxxxxx the option ("Option") to purchase up
to 800,000 shares of Alfa's $0.001 par value common stock (the
"Alfa Common Stock") at an exercise price of $0.25 per share. The
Option is exercisable ratably (160,000 shares per year) over the
five year period beginning April 1, 2007.
7.1.1 If this Agreement expires or is terminated in
accordance with Section 2 (ii) or 2 (iii) hereof, then, in that
event, the unexercised balance of the Option shall immediately be
terminated.
7.1.2 If this Agreement expires or is terminated in
accordance with Section 2 (i) hereof, then, in that event, the
Option shall remain in full force and effect.
7.1.3 Hamdan's right to purchase the shares of Alfa
Common Stock subject to the Option shall be governed by the terms
and conditions of the Plan, all of which are incorporated herein
by reference.
7.1.4 The Option may be exercised on one or more
occasions, but, if the Option has not been terminated pursuant to
Section 7.1.1 hereof, Hamdan's right to exercise the Option shall
terminate on March 31, 2017 after which date any unexercised
portion of the Option shall be cancelled.
7.1.5 If this Agreement is terminated early in
accordance with the provisions of Section 8 hereof, then the
Option shall expire on the last day of the third month next
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following the "Termination Date" (as hereinafter defined) and
Hamdan or his personal representative may exercise the Option in
accordance with its terms through such Termination Date.
Hamdan acknowledges that (i) the shares of Alfa Common Stock
underlying the Option (the "Shares") are "restricted securities"
within the meaning of the Securities Act of 1933, as amended (the
"Act"), (ii) as such the Shares have not been registered under
the Act or the securities laws of any state, (iii) the resale or
other transfer of the Shares may be restricted under the Act
and/or applicable state securities laws and such Shares therefore
may not be sold, pledged, assigned or otherwise disposed of,
unless they are registered under the Act, or an exemption from
such registration is available and, (iv) Alfa is under no
obligation to register the Shares under the Act or any state
securities law, or to take any action to make any exemption from
any such registration provisions available. Hamdan further
acknowledges that Alfa will endorse all certificates representing
the Shares with a legend, together with any legend that any state
authority may require substantially in the following form:
"These Securities have not been registered under the
Securities Act of 1933, as amended, (the "Act") or the
securities laws or regulations of any state. They may not
be offered for sale or sold, absent an effective
registration statement under the Act or an opinion of
counsel, satisfactory to the Company, that such registration
is not required under the Act or any applicable State laws
or regulations".
7.2 The Company agrees to pay, or reimburse Hamdan for,
all travel, entertainment and other business expenses incurred or
expended by Hamdan in performing his duties and responsibilities
on behalf of the Company under this Agreement. Hamdan agrees to
provide proof of the expenses for which he seeks reimbursement in
accordance with the Company's present expense reporting policies.
7.3 The Parties agree that no cash compensation shall be
paid to Hamdan under this Agreement.
8. Termination. If, during the Term, Hamdan shall
become disabled so as to be unable to perform his duties or
obligations hereunder or shall die, then this Agreement shall
automatically terminate on such date of disability or death (a
"Termination Date"). Other than as stated in the foregoing
sentence, this Agreement may not be terminated prior to the
expiration of the Term for any reason whatsoever.
9. Governing Law; Jurisdiction; Venue. This Agreement
shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York applicable to contracts
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made and to be entirely performed therein and without regard to
principles of conflict of laws. Any litigation based hereon, or
arising out of, under or in connection with this Agreement shall
be brought and maintained exclusively in the courts of the State
of New York or in the United States District Court for the
Southern District of New York. The Company and Hamdan each hereby
expressly and irrevocably submits to the jurisdiction of the
courts of the State of New York and of the United States District
Court for the Southern District of New York for the purpose of any
such litigation set forth above. The Company and Hamdan each
hereby expressly and irrevocably waives, to the fullest extent
permitted by law, any objection which they have or hereafter may
have to the laying of venue of any such litigation brought in any
such court referred to above and any claim that any such
litigation has been brought in an inconvenient forum.
10. Assignment; Binding Nature; No Beneficiaries. This
Agreement may not be assigned by any Party hereto without the
written consent of the other Party. This Agreement shall be
binding upon, inure to the benefit of, and be enforceable by the
Parties hereto and their respective heirs, personal
representatives, legatees, successors and permitted assigns. This
Agreement shall not confer any rights or remedies upon any person
other than to the Parties hereto and their respective heirs,
personal representatives, legatees, successors and permitted
assigns.
11. Counterparts. For the convenience of the Parties any
number of counterparts hereof may be executed. Each such executed
counterpart shall be deemed an original and all such counterparts
together shall constitute one and the same instrument.
12. Amendment. This Agreement may be modified or amended
only by an instrument in writing duly executed by the Parties.
13. Nonwaiver. No waiver by any Party of any term,
provision, covenant, representation or warranty contained in this
Agreement (or any breach thereof) shall be effective unless it is
in writing and executed by the Party against which such waiver is
to be enforced; no waiver shall be deemed or construed as a
further or continuing waiver of any such term, provision,
covenant, representation or warranty (or breach) on any other
occasion or as a waiver of any other term, provision, covenant,
representation or warranty (or the breach of any other provision)
contained in this Agreement on the same or any other occasion.
14. Headings. The headings in this Agreement are
inserted for convenience only and shall not constitute a part
thereof.
15. Construction. In this Agreement (i) words denoting
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the singular include the plural and vice versa, (ii) "it" or "its"
or words denoting any gender include all genders, (iii) the word
"including" shall mean "including without limitation," whether or
not expressed, (iv) any reference herein to a Section refers to a
Section of this Agreement, unless otherwise stated, (v) when
calculating a period of time within or following which any act is
to be done or steps taken, the date which is the reference day in
calculating such period shall be excluded and if the last day of
such period is not a business day, then the period shall end on
the next day which is a business day, and (vi) except as otherwise
expressly provided herein, all dollar amounts are expressed in
United States funds.
16. Entire Agreement. This Agreement (including Exhibit
A - the Draft Employment Agreement) constitutes the entire
agreement between the Parties with respect to the subject matter
hereof and supersedes all other prior representations, agreements
and understandings, both written and oral, between the Parties
with respect to such subject matter.
17. Notices. Unless otherwise specifically provided in
this Agreement, all notices, requests, consents, approvals,
agreements or other communications required or permitted to be
given under this Agreement shall be in writing and shall be
delivered in one of the following means: (a) by hand; (b) by
facsimile transmission or e-mail transmission to those Parties
with fax numbers and/or e-mail addresses indicated below [with
subsequent written confirmation by another means in compliance
with this Section 17 ]; (c) by registered or certified mail, first
class postage prepaid, return receipt requested; or (d) by
nationally recognized overnight courier, addressed to the
respective address of the Parties as follows:
If to Alfa: If to Hamdan:
----------- -------------
Alfa International Holdings Corp. Xx. Xxx Xxxxxx
The Empire State Building c/o The Renaissance Team, Inc.
000 Xxxxx Xxxxxx 000 Xxxxxxxx Xxx
Xxx Xxxx, XX 00000 Xxxxxxxxxx, XX 00000
Fax: (000) 000-0000 Fax: (000) 000-0000
Conf:(000) 000-0000 Conf:(000) 000-0000
e-mail: xxxxxxx@xxxxxxx-xx-xxxxx.xxx e-mail: xxxxxxx@xxxxxxx.xxx
or to such other address as any Party shall designate for himself or
itself by notice to the other Parties given in accordance herewith.
Any such notice or other communication shall be deemed to have been
given or made (i) upon delivery, if delivered personally, (ii) one
(1) business day after transmission, if delivered by e-mail or
facsimile transmission during normal business hours, (iii) three (3)
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business days after mailing, if mailed, or (iv) one (1) business day
after delivery to the courier, if delivered by overnight courier
service.
18. The invalidity or un-enforceability of any provision of
this Agreement shall not affect or limit the validity or
enforceability of any other provision hereof and any such invalid or
unenforceable provision shall be construed or deemed amended by the
Parties only to the extent necessary to make it valid and
enforceable.
19. No publicity release or announcement concerning this
Agreement or the transactions contemplated hereby shall be made
without advance written approval thereof by Alfa.
IN WITNESS WHEREOF, the Parties have executed this Agreement
this 19th day of March 2007
Xxx Xxxxxx Alfa International Holdings Corp.
a Delaware corporation
By: /s/ Xxx Xxxxxx By: /s/ Xxxxx X. Xxxxxx
----------------------- ----------------------------
Xxx Xxxxxx Xxxxx X. Xxxxxx
President
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