EXHIBIT 10.2
AGREEMENT
This Agreement (the "Agreement") is entered into effective as of
January 16, 2002 ("Effective Date") by and between Options Talent Group,
formerly Sector Communications, Inc., a Nevada Corporation (the "Company") and
D. Xxxx Xxxxx (the "Consultant").
1. Consultant Services. Consultant will provide the services (the "Services") to
the Company as described on Exhibit A attached hereto on a non-exclusive basis,
as reasonably requested by the Company.
2. Consideration. As consideration for the Services to be provided by
Consultant, the Company shall issue to Consultant 8,000,000 shares of Common
Stock of the Company ("Shares"). 4,000,000 of the Shares to be issued shall be
fully paid, registered and nonassessable and the remaining 4,000,000 Shares
shall be restricted shares issued pursuant to SEC rule 144. The Shares shall be
issued in accordance with the timetable that appears in Exhibit B attached
hereto.
During the term of this Agreement, the Company will reimburse
Consultant for all mutually agreed upon travel, lodging, meals and other
out-of-pocket expenses incurred by Consultant in performing the Services
provided hereunder. All potentially reimbursable expenses shall be agreed upon
in writing in advance. Such expenses will be invoiced to the Company and will be
paid by the Company within thirty (30) days of the Company's receipt of such
invoice. If Consultant does not receive payment in full of its invoiced expenses
within thirty (30) days after the invoice date, or payment in full of the Prior
Expenses Reimbursement on the Effective Date, Consultant reserves the right to
require the Company to pay interest on the unpaid invoice amount from the
invoice date until paid in full, and interest on the Prior Expenses
Reimbursement from the Effective Date until paid in full, at the rate of one
percent (1 %) per month or the maximum rate permitted by law, whichever is less.
Consultant's entitlement to such interest shall be in addition to any other
remedies available to Consultant.
3. Term and Termination. Consultant shall serve as a consultant to the Company
for a three (3) year period commencing on the Effective Date. Consultant will
continue to be entitled to the reimbursement of its expenses under Section 3
above incurred prior to the expiration of this Agreement.
4. Independent Contractor. Consultant's relationship with the Company will be
that of an independent contractor and not an employee. Consultant will not be
eligible for any employee benefits, nor will the Company make deductions from
consideration paid to Consultant for taxes, all of which will be Consultant's
responsibility. Consultant will have no authority to enter into contracts that
bind the Company or create obligations on the part of the Company without the
prior written authorization of the Company.
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5. Company's Representations, Warranties and Covenants. As of the Effective
Date, the Company hereby represents, warrants and covenants to Consultant as
follows:
(a) The Company is a duly organized corporation validly existing under the
laws of the State of Nevada and has full power and authority to perform its
obligations under this Agreement.
(b) The execution and delivery of this Agreement by the Company has been
duly authorized by all requisite corporate actions and proceedings, and this
Agreement constitutes the legal, valid and binding obligation of the Company.
Neither the execution and delivery of this Agreement by the Company nor the
consummation of the transactions contemplated hereby do or would after the
giving of notice or the lapse of time or both, (i) conflict with, result in a
breach of, constitute a default under, or violate the Articles of Incorporation
or the Bylaws of the Company; or (ii) conflict with, result in a breach of,
constitute a default under, or violate any federal, state or local law, statute,
rule, regulation, injunction, judgment, order, decree, ruling, charge or other
restriction of any government, governmental agency or court, except for
conflicts, breaches, defaults or violations which individually or in the
aggregate would not have a material adverse effect; or (iii) requires any
further consent from any person or entity which has not already been received,
including without limitation any shareholder, Board of Directors, or lender
approvals.
(c) The unrestricted Shares of Common Stock to be issued to Consultant
shall be duly authorized and validly issued, fully paid and nonassessable, free
of liens, encumbrances and restrictions on transfer, and shall be issued in
accordance with the registration or qualification provisions of the Securities
Act of 1933, as amended, and any relevant state securities laws or pursuant to
valid exemptions therefrom.
(d) The Company's Board of Directors has authorized the issuance of the
Shares above for consideration consisting of this Agreement and the Services to
be provided hereunder. The Company's Board of Directors has determined that the
consideration received for the Shares consisting of this Agreement and the
Services to be provided hereunder, is adequate. In rendering its Services,
Consultant will be using and relying on the information supplied to it by the
Company without independent verification thereof or independent appraisal of any
of the Company's business. The Company hereby represents that all information
made available to Consultant by the Company will be complete and correct in all
material respects and will not contain any untrue statement of material fact or
omit to state a material fact necessary in order to make the statements therein
not misleading in light of the circumstances under which such statements are
made.
6. No Guarantee. Notwithstanding anything contained in this Agreement to the
contrary, neither Consultant nor any of its officers, directors, agents or
employees guarantee to the Company that any introductions to investors will take
place or that an investment in the Company will be consummated.
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7. The Company's Indemnification Obligation. The Company agrees that it will
indemnify and hold harmless Consultant, its officers, directors, employees,
agents and controlling persons from and against any and all losses, claims,
damages, liabilities and expenses, joint or several (including all reasonable
fees of counsel), caused by or arising out of (a) the Company's breach of any
covenant or representation hereunder, or (b) Consultant acting for the Company
pursuant to this Agreement, including, without limitation, (i) actions taken or
admitted to be taken by the Company or any persons acting together or in concert
with the Company (including any untrue statements made or admitted to be made),
or (ii) actions taken or admitted to be taken by any of the indemnified persons
set forth above with the consent of or in conformity with actions taken or
admitted to be taken by the Company or any persons acting together or in concert
with the Company; provided, however, that the Company will not be liable under
this Section to the extent that any loss, claim, damages, liability or expense
is found to have resulted from Consultant's gross negligence or willful
misconduct.
8. Miscellaneous Amendments and Waivers. No term of this Agreement may be
amended or waived except with the written consent of the parties.
(b) Entire Agreement. This Agreement, including the Exhibits hereto,
constitutes the entire agreement of the parties and supersedes all oral
negotiations and prior writings with respect to the subject matter hereof.
(c) Notices. Any notice required or permitted by this Agreement shall be in
writing and shall be (i) delivered personally, (ii) sent by certified or
registered mail, postage prepaid, return receipt requested, (iii) delivered by a
nationally-recognized delivery service (such as Federal Express or UPS), or (iv)
faxed, addressed to the party to be notified at such party's address or
facsimile number as set forth below or as subsequently modified by written
notice. Notices shall be deemed communicated upon receipt if personally
delivered, delivered by a nationally-recognized delivery service or faxed (with
a written confirmation of facsimile transmission), or five (5) days after
posting if sent by certified mail.
(d) Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Nevada, without giving effect to the principles of conflict of laws.
(e) Attorneys' Fees. If any action at law or in equity is commenced by any
party to enforce or interpret the terms of this Agreement, the party finally
prevailing in such proceeding or action shall be entitled to recover from the
unsuccessful party reasonable attorneys' fees, costs and necessary disbursements
in addition to any other relief to which it may be entitled.
(f) Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.
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(g) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together will constitute one
and the same instrument.
The parties hereto have executed this Agreement as of the Effective
Date.
COMPANY: SECTOR COMMUNICATIONS, INC.
By /s/ Xxxx Xxxxxx
---------------------------
Print Name Xxxx Xxxxxx
Title President
Address 0000 Xxxxxxx Xxxx Xxxx, 00xx xxxxx,
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile No. (000) 000 0000
CONSULTANT:
By /s/ D. Xxxx Xxxxx
------------------
Print Name D. Xxxx Xxxxx
Title an individual
Address 0000 X. XxXxxxxx Xxxx., Xxxxx 000
Xxxxxx, Xxxxx 00000
Facsimile No. (000) 000 0000
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EXHIBIT A
DESCRIPTION OF SERVICES
Consultant shall provide assistance and guidance in the following
areas:
1. Investor Relations Services.
2. Research reports.
3. Listing on the American Sock Exchange.
4. Listing on the Frankfurt Stock Exchange.
5. Assist in preparing future news releases.
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EXHIBIT B
TIMETABLE FOR THE ISSUANCE OF THE SHARES
As soon as possible.
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