"AMENDED" INDEPENDENT CLIENT SERVICE AGREEMENT
This Agreement is made and entered into by and between INTERNATIONAL DEVELOPMENT
CORP. (OTCBB: IDVL), 00 Xxxxxx Xxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxx X0X 0X0,
telephone number 000-000-0000, fax number 000-000-0000,, email: xxxxxxx@xxx.xxx,
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(hereinafter "Client") and ALEXANDER & XXXX, INC., OR XXXXXXX X. XXXXXXXXX
(hereinafter "Contractor") with principal offices at 0000 Xxx Xxx Xxxxx Xxxxx,
0xx Xxxxx, Xxx Xxxxx, XX 00000, telephone number 000-000-0000, fax number
000-000-0000, email: xxx@xxxxxx.xxx.
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Whereas, Contractor declares it is engaged in an independent business, and has
complied with all federal, state and local laws regarding business permits,
insurances and licenses of any kind that may be required to carry out said
business and the tasks to be performed under this Agreement. Contractor also
declares that it has and does provide similar product or services to other
Clients in addition to contract services provided to Client.
Whereas, Contractor operates a legitimate business and desires to provide
services for Client as set forth herein.
THEREFORE, IN CONSIDERATION OF THE FOREGOING REPRESENTATIONS AND THE FOLLOWING
TERMS AND CONDITIONS, THE PARTIES AGREE:
1. SERVICES TO BE PERFORMED. Client engages Contractor and Contractor
agree to:
a. Advise, assist in reviewing Client's customer business portfolios and
other business assets.
b. Advise, assist and provide business contacts to Client for possible
sale of products.
c. Advise, assist and provide business management and infrastructure
consulting services.
2. TERMS OF PAYMENT. Client shall pay Contractor for the above described
services, as the same are reasonably and acceptably provided and within five (5)
days after receipt of a detailed invoice or billing therefore. Payments are to
be made, costs and fees to be reimbursed and prices to be charged as follows
until otherwise agreed in writing:
a. Client will pay Contractor a NON-REFUNDABLE consultant fee of $15,000 on a
monthly basis commencing March 1, 2005. These fees are earned upon receipt of
the invoice. The payment terms of this agreement shall expire on or about June
30, 2005.
b. Contractor will receive $100.00 from Client for any wire fees and/or any
returned check(s). Contractor will receive $1,000.00 per month from Client or
any ICSA payment not received within 30 days after the due date.
c. Contractor will receive a mutually agreed percentage of any new business
development procured by Contractor for a period of two years from the date of a
signed business agreement between Client and New Customers.
d. Conversion of Consulting Fee of Client's Common Stock If Applicable. At the
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options of the Contractor, any outstanding unpaid consulting fee shall be
convertible, at any time and from time to time, into such number of fully paid
and nonassessable shares of the client's Common Stock by the Conversion Price
(as defined below) in effect at the time of conversion. The Conversion Price at
which shares of Common Stock shall be deliverable upon written conversion
request by Contractor.
Each conversion request shall be less than 5% of the outstanding issued common
stock of the corporation. The Conversion Price shall be the lower of (i) 110% of
the average Closing Bid Price of the shares of Common Stock for the three (3)
trading days immediately preceding the Initial Closing Date (as defined in the
Securities Purchase Agreement) or (ii)70% of the average of the three lowest
Closing Bid Prices of the shares of common Stock for the twenty (20) trading
days immediately preceding the Conversion Date (as hereinafter defined). For
purposes of these Articles of Amendment, the term "Closing Bid Price" means, for
any security as of any date, the closing bid price on the principal securities
exchange or trading market where the Common Stock is listed or traded as
reported by Bloomberg, L.P. ("Bloomberg") or, if applicable, the closing bid
price of the Common Stock in the over-the-counter market in the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid
price is reported for the Common Stock by Bloomberg, then the average of the bid
prices of any market makers for such security as reported in the "pink sheets"
by the National Quotation Bureau, Inc. "Trading Day" shall mean any day on which
the Corporation's Common Stock is traded for any period on the principal
securities exchange or other securities market on which the Common Stock is then
being traded.
3. EXPENSES AND EXPENSE REIMBURSEMENT. Client shall reimburse Contractor
and make payment for requested or necessary pre-approved travel and expenses
from Contractor's home base. Any such charges or requests for reimbursement for
these agreed charges shall be invoiced and may be paid separately by Client
either to Contractor or to the independent supplier for which reimbursement is
sought.
Client shall reimburse contractor a Hiring Fee of $100,000, in the event the
Client hires or retains any of the Contractor's consultants or staffs within
twelve months from the termination date of this agreement. This fee shall be
payable 5 days after the receipt of an invoice.
CLIENT ACKNOWLEDGES THE CONTRACTOR IS NOT AN ATTORNEY NOR A CERTIFIED PUBLIC
ACCOUNTANT OR AN AUDITOR OR A BROKER/DEALER OR A MARKET MAKER. CLIENT MUST SEEK
THEIR OWN ATTORNEY AND CERTIFIED PUBLIC ACCOUNTANT FOR OPINIONS AND CONSENTS.
Any expenses arise from these professional firms shall be the responsibilities
of the Client or their merger Candidate. Contractor estimates these legal,
audit, filings, edgarizing and other related expenses shall be approximately
$100,000 to $150,000. These expenses are paid directly to the service performing
parties and not to the Contractor.
Client further acknowledges there may be additional costs and percentage of
equity of Client's common stocks to acquire a spin-off merger or stock exchange
company. The exact costs and percentages will be mutually approved by all
parties prior to completion of such transaction.
4. CONTROL. Contractor retains the sole and exclusive right to control or
direct the manner or means by which the work described herein is to be
performed. Client retains only the right to control the end product or quality
of service delivered to insure its conformity with Client specifications and the
provisions herein.
5. PAYROLL OR EMPLOYMENT TAXES. No payroll, income withholding or
employment taxes of any kind shall be withheld or paid by Client with respect to
payments to Contractor. The taxes that are the subject of this paragraph include
but are not limited to FICA, FUTA, federal personal income tax, state personal
income tax, state disability insurance tax, and state unemployment insurance
tax. Contractor represents and covenants that it has and will file and pay all
such payroll, self employment, employment, worker's compensation, withholding
and other taxes and reports as the same might be legally due and payable to all
applicable state and federal authorities. The Contractor will not be treated as
an employee for state or federal tax purposes. Contractor hereby indemnifies and
holds harmless Client from any and all duty or obligation whatsoever relating to
the
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payment or filing for any and all such taxes, penalties and interest.
Contractor represents that its federal employer identification number is (AWI)
00-0000000 and (FAZ) ###-##-####.
6. WORKER'S COMPENSATION. No workers compensation insurance has been or
will be obtained by Client on account of Contractor or Contractor's employees.
Contractor shall register and comply with all applicable workers' compensation
laws in all applicable states and Contractor releases and indemnifies Client
from all liability as to working conditions and the safety or possible injury of
Contractor and its employees.
7. TERMINATION. This Agreement covers and relates to services to be
provided for approximately the next 120 days from the effective signing date
hereof. It may be renewed on a monthly basis with the agreement of the parties.
Either party may terminate this agreement by providing the other party a written
15 days notice.
8. The parties agree that a facsimile signature shall have the same effect
as an actual signature.
Agreed to be effective this 1st day of January 2005 at City of San Diego, San
Diego County, California.
INTERNATIONAL DEVELOPMENT CORP. ALEXANDER & XXXX, INC.
("CLIENT") ("CONTRACTOR")
/s/ May Weissengruber /s/ Xxxxxxx X. Xxxxxxxxx
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Signature Signature
May Weissengruber Xxxxxxx X. Xxxxxxxxx
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Printed Name Printed Name
President & COO CEO
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Title Title
XXXXXXX A ZUBROWSKE
("CONTRACTOR")
/s/ Xxxxxxx X. Xxxxxxxxx
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Signature
Xxxxxxx X. Xxxxxxxxx
---------------------------------
Printed Name
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