CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made this __day of June,
2002, by and between Rescon Technology Corp., a Nevada corporation ("Rescon");
Xxxxxx Services, Inc., a Utah corporation and financial consulting firm
("Xxxxxx Services"); and Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx
and Xxxxxx X. Xxxxxxx, who are Xxxxxx Services' principals and/or employees
who will be rendering some of the services covered by this Agreement, and
Xxxxx X. Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxxxxx,
Esq., individual consultants who are not principals, stockholders or employees
of Xxxxxx Services and who will also be rendering services hereunder
(collectively, the "Consultants").
WITNESSETH:
WHEREAS, Xxxxxx Services, by and through the Consultants who are its
principals and/or employees, and the other Consultants, individually and under
the direction of Xxxxxx Services, have been previously engaged by Rescon to
render the services set opposite the respective names of the Consultants
below; and
WHEREAS, Rescon has provided Xxxxxx Services and the Consultants with
access to all material information concerning its organization, financial
condition, management, present and intended business operations or other
available information and has made its directors and executive officers
available to answer questions posed by Xxxxxx Services and the Consultants
regarding such information; and
WHEREAS, Xxxxxx Services and the Consultants are "accredited investors"
or "sophisticated investors" as those terms are defined in Rule 506 of
Regulation D of the Securities and Exchange Commission and have had access to
all material information concerning Rescon, its organization, financial
condition, management, present and intended business operations and other
available information, and have had the opportunity to ask questions of
Rescon's directors and executive officers with respect to such information and
that all questions posed to these persons by such Consultants have been
answered to their complete satisfaction; and
WHEREAS, Rescon is in the process of completing an Agreement and Plan of
Reorganization (the "Reorganization Agreement") pursuant to which it will be
required to make certain material representations and warranties and may be
required to provide historical information and documentation respecting Rescon
to the other parties to the Reorganization Agreement and the reorganized
Rescon following of the closing of the Reorganization Agreement to ensure that
the reorganized Rescon and new management under this Reorganization Agreement
or any other "reverse" reorganization or merger, if this Reorganization
Agreement is not closed, will have available to them all material information
necessary to compile and file subsequent reports that will be required to be
filed by the reorganized Rescon with the Securities and Exchange Commission;
and
WHEREAS, Rescon desires to contract with Xxxxxx Services and the
Consultants, who have greater access to this information respecting Rescon by
virtue of the services that they have provided to Rescon as outlined below, to
provide any such information that is requested in writing by the reorganized
Rescon following the closing of the Reorganization Agreement or any other
"reverse" reorganization or merger, if this Reorganization Agreement is not
closed, and for a period of 90 days thereafter; and
WHEREAS, Rescon and Xxxxxx Services have discussed the issuance of
securities of Rescon to the Consultants as consideration for the respective
services to be rendered by the Consultants hereunder, with the understanding
that such securities would be registered on Form S-8 of the Securities and
Exchange Commission, to the extent that such Form is available for the
registration of such securities, or on such other registration statement form
that may be available for the registration of such securities; and
WHEREAS, the Consultants have rendered the services outlined below for
the benefit of Rescon and have agreed hereunder to provide all information in
their possession related to these services at reasonable times that is
requested in writing by the reorganized Rescon following the closing of the
Reorganization Agreement or any other "reverse" reorganization, if this
Reorganization Agreement is not closed, and for a period of 90 days
thereafter; and
WHEREAS, Rescon, Xxxxxx Services and the Consultants are aware that the
unregulated resale of substantial amounts of securities of any issuer can have
an adverse impact on any public market that may exist for such securities, and
desire to impose lock-up/leak-out conditions on the resale of any of the
securities of Rescon that may be issued hereunder;
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants hereinafter set forth and the benefits to the parties to be derived
therefrom, it is hereby agreed as follows:
1. Services. The Consultants are hereby retained by Rescon to serve
as independent Consultants to provide advice, documentation and
information only to the reorganized Rescon in connection with the
recitation of services below that they have rendered to or for the
benefit of Rescon. The Consultants agree to provide such services
to the reorganized Rescon as the reorganized Rescon may from time
to time reasonably request in writing for a period of 90 days from
the closing of the Reorganization Agreement or any other "reverse"
reorganization or merger, if this Reorganization Agreement is not
closed, including, without limitation, providing copies of all
relevant documentation prepared or assembled in connection with
the rendering of their prior services, with the reorganized Rescon
to pay reasonable coping and shipping charges for such
documentation. Xxxxxx Services shall make the Consultants
available during reasonable business hours to perform all services
reasonably requested by the reorganized Rescon under this
Agreement; provided, however, no services rendered hereunder shall
be "capital raising" services as that term is defined in
applicable securities laws, rules and regulations, or services
that may be deemed to be services that promote or maintain a
market for the securities of Rescon or the reorganized Rescon..
2. Term. This Agreement shall remain in full force with respect to
each of the Consultants for a period of 90 days from the
completion by Rescon of any "reverse" reorganization or merger
with a privately-held company, including the completion of the
Reorganization Agreement.
3. Compensation. Rescon shall pay, and Consultants shall accept, a
fee $16,200 comprised of 162,000 shares of Rescon common stock,
which shall be payable immediately upon execution of this
Agreement, all to be issued pursuant to and in accordance with
this Agreement and the resolutions of the Board of Directors of
Rescon adopting this Agreement and providing for registration of
all 162,000 shares on Form S-8 of the Securities and Exchange
Commission at the sole cost and expense of Rescon, and all fully
paid and non-assessable. The issuance of these securities shall
be in full payment of all services rendered by the Consultants
hereunder. Each of the Consultants shall make himself available
to the reorganized Rescon for a period one hour for every 5,000
shares or any fraction thereof to be issued to any of the
Consultants, or one hour for one to 5,000 shares, and so forth,
for example. In consideration of this Agreement, Xxxxxx Services
and the Consultants hereby compromise and settle any and all other
obligations of any type or nature whatsoever of Rescon to each or
any of them for the services that they have previously performed
to or for the benefit of Rescon as outlined below or otherwise.
These shares shall be issued as follows:
Name and Address Number of Shares
Xxxxx X. Xxxxxx 19,109
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Services: Supervising of all services rendered and review of all
corporate governance since 1999; and will continue in this
capacity during the term hereof.
Xxxxxxx X. Xxxxxx 19,108
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Services: Guided Rescon in re-domiciling from Wyoming to Nevada in
December, 1999.
Xxxxxx X. Xxxxxx 19,109
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Services: Reviewed and tracked all XXXXX filings of Rescon since
1999; and prepared Lock-Up Agreement with the NASD as a condition
to OTC Bulletin Board quotations; and will continue in this
capacity during the term hereof.
Xxxxxx X. Xxxxxxx 14,332
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Services: Prepared quarterly unaudited financial information since
1999 and ensured review by accountants; assisted in NASD filing of
Form 211 for OTC Bulletin Board quotations; and will continue in
this capacity during the term hereof.
Xxxxx X. Xxxxxx 7,962
0000 Xxxxxxxx Xxxx., #000
Xxxxx Xxxxxx, XX 00000
Services: Drafted corporate minutes and compiled all XXXXX filings
since 1999; Prepared documentation for prior re-capitalizations;
and will continue in this capacity during the term hereof.
Xxxxx Xxxxxxx 64,110
000 Xxxxx Xxxx Xxxxxx, Xxxx 0000
Xxxx Xxxx Xxxx, Xxxx 00000
Services: Consulted regarding the financial statements and status
of Rescon as a "going concern," and advised Rescon respecting
limitations in this respect contained in the auditor's report
since 1999; and will continue in this capacity during the term
hereof.
Xxxxxxx X. Xxxxxx 5,000
0 Xxxxxxxxxx Xxxxx
Xxxxx, Xxxx 00000
Services: Consulted regarding an acceptable public float with
Xxxxxxx X. Xxxxxxxxxx, Esq., Rescon's legal counsel, respecting
the capital restructuring that occurred during the change in
domicile of Rescon in December 1999.
Xxxxxxx X. Xxxxxxxxxx, Esq. 13,270
Suite 205, 000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Services: Review all reports and registration statements filed by
Rescon with the Securities and Exchange Commission since 1999,
prepared this Consulting Agreement and the Consent of Directors
adopting it and will prepare the S-8 Registration Statement that
is to be filed with the Securities and Exchange Commission; and
will continue in this capacity during the term hereof.
Total Shares: 162,000
4. Lock-Up/Leak-Out Agreement. Regardless of registration on Form S-
8 of the Securities and Exchange Commission, none of the
securities issued hereunder will be publicly sold by any of the
Consultants for a period of 90 days from the completion by Rescon
of the Reorganization Agreement or any "reverse" reorganization or
merger with a privately-held company. Following such 90 day
period, each Consultant shall be able to sell, on a cumulative
basis, one twelfth (1/12th) of his securities that are issued
pursuant to this Agreement in each of the successive 12 months.
The stock certificates to represent any securities issued by
Rescon hereunder shall be imprinted with a legend memorializing
these lock-up/leak-out provisions; a copy of this Agreement shall
be provided to Rescon's transfer and registrar agent; the transfer
books and records of Rescon shall reflect that these securities
are subject to these lock-up/leak-out provisions; and these lock-
up/leak-out provisions shall be set out on the cover page of the
S-8 Registration Statement to be filed with respect to these
securities.
5. Independent Contractors. Xxxxxx Services and the Consultants are
and have been retained under the terms of this Agreement as
independent contractors and nothing herein shall be construed as
creating an employer/employee relationship between the parties or
their principals or employees. Xxxxxx Services and the
Consultants shall be solely liable for the payment of any taxes
imposed or arising out of the payment of the compensation to it by
Rescon as set forth in this Agreement.
6. Termination for Cause. Rescon may not terminate this Agreement
during its term without cause which shall be established by
showing one or more of the following:
(a) Xxxxxx Services or the Consultants have materially breached
the terms of this Agreement and, as a result, Rescon has
suffered damages;
(b) Xxxxxx Services or the Consultants, in the determination of
the Board of Directors of Rescon, have been grossly
negligent in the performance of their duties hereunder;
(c) Xxxxxx Services or the Consultants have substantially failed
to perform the duties requested in writing by the
reorganized Rescon, on action by the Board of Directors,
under the terms of this Agreement after 10 days written
notice setting forth the details of such alleged substantial
failure, provided that the alleged lack of performance in
not fulfilled with such period of time by Xxxxxx Services
and/or the Consultants; or
(d) Xxxxxx Services or the Consultants have engaged in material,
willful, or gross misconduct in the performance of its
duties hereunder.
No termination under this Section shall have any effect on fees paid to
Xxxxxx Services or the Consultants to the date of any such termination.
7. Nondisclosure of Information. Xxxxxx Services and the Consultants
agree that during the term of this Agreement, none will, directly
or indirectly, disclose to any person not authorized by Rescon to
receive or use such information, any of Rescon's confidential or
proprietary data, information, or techniques, or give to any
person not authorized by Rescon to receive it any information that
is not generally known to anyone other than Rescon or that is
designated by Rescon as "limited," "private," "confidential," or
otherwise marked to indicate its confidential nature.
8. Assignment. This Agreement may not be assigned by Rescon without
the prior written consent of the other parties; neither Xxxxxx
Services nor the Consultants can assign this Agreement or any
right conferred upon each or any of them hereunder.
9. Entire Agreement. Except as indicated in the recitation at the
forefront of this Agreement, this Agreement supersedes any and all
other agreements, oral or written, between the parties with
respect to the subject matter hereof, and no other agreement,
statement or promise relating to the subject matter of this
Agreement which is not contained or referred to herein shall be
valid or binding.
10. Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Utah.
11. Severability. If, and to the extent that, any court of competent
jurisdiction holds any provision of this Agreement to be invalid
or unenforceable, such holding shall in no way affect the validity
of the remainder of this Agreement.
12. Waiver. No failure by any party to insist on the strict
performance of any covenant, duty, agreement, or condition of this
Agreement, or to exercise any right or remedy consequent on a
breach thereof, shall constitute a waiver of any such breach or
any other covenant, agreement, term, or condition.
RESCON TECHNOLOGY CORP.
Dated: 6/26/02. By /s/ Xxxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx, Vice President
XXXXXX SERVICES, INC.
Dated: 6/26/02. By /s/ Xxxxx X. Xxxxxx
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Its CEO
CONSULTANTS
Dated: 6/26/02. /s/ Xxxxx X. Xxxxxx
-------- -------------------
Xxxxx X. Xxxxxx
Dated: 6/26/02. /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Dated: 6/26/02. /s/ Xxxxxx X. Xxxxxx
-------- --------------------
Xxxxxx X. Xxxxxx
Dated: 6/26/02. /s/ Xxxxxx X. Xxxxxxx
-------- ---------------------
Xxxxxx X. Xxxxxxx
Dated: 6/26/02. /s/ Xxxxx X. Xxxxxx
-------- -------------------
Xxxxx X. Xxxxxx
Dated: 6/26/02. /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Dated: 6/26/02. /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Dated: 6/26/02. /s/ Xxxxxxx X. Xxxxxxxxxx, Esq.
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Xxxxxxx X. Xxxxxxxxxx, Esq.
