CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective this 30th day of
October 1997 by and between Eurotronics Holdings Incorporated, a Utah
corporation with principal offices at 0000 Xxxx Xxxxxxxx Xxxxx, Xxxxxx Xxxxx,
Xxxxxxx 00000 ("Eurotronics"), and Canton Financial Services Corporation, a
financial consulting firm with principal offices at 000 Xxxx 000 Xxxxx, Xxxxx
000, Xxxx Xxxx Xxxx, Xxxx 00000 ("Consultant").
PREMISES
WHEREAS, Consultant has served as a consultant and advisor to Eurotronics,
advising Eurotronics with respect to matters including, but not limited to,
recapitalizations, mergers and acquisitions and general corporate problem
solving;
WHEREAS, Consultant has prospected for, and located, a business opportunity
on behalf of Eurotronics which both parties believe to be in the best interest
of Eurotronics;
WHEREAS, Eurotronics wishes to fully compensate Consultant for services
Consultant has performed in advising Eurotronics with respect to finding such
business opportunity and in negotiating an agreement of merger on Eurotronics'
behalf;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Eurotronics and
Consultant agree as follows:
1. Services Performed. The parties hereby acknowledge that Consultant has
provided valuable services to Eurotronics including, but not limited to: (a)
finding a viable private company interested in combining with Eurotronics; (b)
negotiating on Eurotronics' behalf the key terms of merger with the private
company; and (c) preparing an Agreement for Merger pursuant to which the
business combination will occur.
2. Compensation. As consideration for services that have been performed by
Consultant, Eurotronics shall issue to Consultant seven million six hundred and
fifty thousand (7,650,000) shares of its Class A Common Stock, par value $0.0001
("Common Stock"). The Common Stock shall be initially registered under a Form
S-8 Registration Statement to be filed by the Company. Such compensation shall
be the exclusive consideration for all past consulting services performed by
Consultant. Consultant shall not be entitled to additional compensation for any
merger, acquisition, reorganization, agreement or other transaction that
Eurotronics may enter into as a direct or indirect result of services performed
by Consultant through the date of this Agreement.
3. Confidential Information. Consultant agrees that certain information that may
have been disclosed or discovered by Consultant during the course of the
performance of the services under this Agreement is secret, unique, and
valuable, and was developed by Eurotronics at great cost and over a long period
of time. Consultant hereby agrees not to disclose such confidential information
for a period of three (3) years from the date of execution of this Agreement,
unless expressly authorized by Eurotronics in writing. Consultant further
understands and agrees that the breach of this agreement not to disclose will
cause irreparable injury to Eurotronics. Such breach will entitle Eurotronics to
pursue a remedy at law or in equity, including injunctive relief without proof
of actual damages, or posting of a bond, for any damages resulting therefrom.
For the purpose of this Agreement, confidential information includes but is not
limited to, the following:
A. Non-public financial information, accounting information, plans of
operations, and information related to possible mergers or
acquisitions prior to any public announcement;
B. Memoranda, notes, or records concerning technical processes
conducted by Eurotronics or any affiliated entity;
C. Proprietary technology, licenses and patents;
D. Sketches, plans, drawings and other confidential research and
development data;
E. Any other information that Consultant knows is confidential or
that a reasonable person in the position of Consultant would have
reason to believe is confidential.
4. All Prior Agreements Terminated. This Agreement constitutes the entire
agreement and understanding between the parties and supersedes and replaces all
proposals, prior negotiations and agreements, whether oral or written, between
the parties in connection with the subject matter contemplated by this
Agreement. None of the parties shall be bound by any conditions, definitions,
warranties or representations with respect to the subject matter of this
Agreement other than as expressly provided in this Agreement, unless the parties
subsequently agree to modify or amend this Agreement in writing, duly signed by
authorized representatives of the parties.
5. Release. Consultant hereby agrees that the compensation to be provided
hereunder constitutes full settlement of the services to be provided pursuant to
this Agreement, as well as all past consulting services performed on behalf of
Eurotronics by Consultant. Consultant hereby releases Eurotronics from any
existing claims to unpaid compensation which Consultant may currently possess as
a result of previously performed services.
6. Miscellaneous
A. Authority. The execution and performance of this Agreement have been
duly authorized by all requisite corporate action. This Agreement
constitutes a valid and binding obligation of the parties.
B. Amendment. This Agreement may be amended or modified only by an
instrument in writing executed by the parties hereto.
C. Waiver. No term of this Agreement shall be considered waived and no
breach excused by either party unless such waiver is made in writing.
No consent, waiver or excuse by either party, express or implied, shall
constitute a subsequent consent, waiver or excuse.
D. Assignment:
(i) The rights and obligations under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of
each of the parties. Neither party shall have the right to
transfer or assign this Agreement without the prior written
consent of the other party.
(ii) Nothing in this Agreement, expressed or implied, is intended to
confer upon any person, other than the parties and their
successors, any rights or remedies under this Agreement.
E. Notices. Any notice or other communication required or permitted by
this Agreement must be in writing and may be given by personal delivery
or by mail, registered or certified, return receipt requested, or by
overnight delivery service, or via facsimile (fax) transmission. Mailed
notices shall be addressed to the parties at the addresses appearing
herein, but each party may change its address by written notice in
accordance with this paragraph. Notices delivered personally shall be
deemed to be properly served as of the time of actual delivery; mailed
or otherwise transmitted notices shall be deemed properly served upon
receipt.
(i) In the case of Eurotronics to:
Eurotronics Holdings Incorporated
0000 Xxxx Xxxxxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
(000) 000-0000
(000) 000-0000 (fax)
(ii)In the Case of Consultant to:
Canton Financial Services Corporation
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
(000) 000-0000
(000) 000-0000 (fax)
or to such other person or address designated in writing to receive
notice.
F. Headings and Captions. The headings of paragraphs are included solely
for convenience. If a conflict exists between any heading and the text
of this Agreement, the text shall control.
G. Effect of Partial Invalidity. In the event that any one or more of the
provisions contained in this Agreement shall for any reason be held to
be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of
this Agreement, but this Agreement shall be constructed as if it never
contained any such invalid, illegal or unenforceable provisions.
H. Controlling Law and Venue. The validity, interpretation, and
performance of this Agreement shall be governed by the laws of the
State of Utah, without regard to its law on the conflict of laws. Any
dispute arising out of this Agreement shall be brought in a court of
competent jurisdiction in Salt Lake County, State of Utah. The parties
exclude any and all statutes, laws and treaties which would allow or
require any dispute to be decided in another forum or by other rules of
decision than provided in this Agreement.
I. Arbitration. Any dispute arising under this Agreement shall be resolved
through a mediation-arbitration approach. The parties agree to mutually
select a neutral third party to help them mediate any dispute. If the
mediation is unsuccessful, the parties agree that the dispute shall be
decided by binding arbitration in accordance with the rules of the
American Arbitration Association then controlling. The site of any such
mediation or arbitration shall be in Salt Lake County, State of Utah.
J. Attorney's Fees. If any action at law or in equity, including an action
for declaratory relief, is brought to enforce or interpret the
provisions of this Agreement, the prevailing party shall be entitled to
recover actual attorney's fees, court costs, and other costs incurred
in proceeding with the action from the other party. The attorney's
fees, court costs or other costs, may be ordered by the court in its
decision of any action described in this paragraph or may be enforced
in a separate action brought for determining attorney's fees, court
costs, or other costs. Should either party be represented by in-house
counsel, all parties agree that party may recover attorney's fees
incurred by that in-house counsel in an amount equal to that attorney's
normal fees for similar matters, or, should that attorney not normally
charge a fee, by the prevailing rate charged by attorneys with similar
background in that legal community.
K. Mutual Cooperation. The parties hereto shall cooperate with each other
to achieve the purpose of this Agreement, and shall execute such other
and further documents and take such other and further actions as may be
necessary or convenient to effect the transactions described herein.
L. No Third Party Beneficiary. Nothing in this Agreement, expressed or
implied, is intended to confer upon any person, other than the parties
hereto and their appropriate successors, any rights or remedies under
or by reason of this Agreement, unless this Agreement specifically
states such intent.
M. Facsimile Counterparts. If a party signs this Agreement and transmits
an electronic facsimile of the signature page to the other party, the
party who receives the transmission may rely upon the electronic
facsimile as a signed original of this Agreement.
IN WITNESS WHEREOF, this Agreement was duly executed this 30th day of
October 1997.
Eurotronics Holdings Incorporated Canton Financial Services Corporation
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
By: Xxxxxx Xxxxxx, President By: Xxxxxxx Xxxxxx, President
