D & L Consultants Ltd.
000 Xxxx Xxxxxx Xxxxx,
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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Tel: (000) 000-0000
Fax: (000) 000-0000
June 1,1995
Electronic Communications Corp.
0 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, President
Dear Xx. Xxxxxx,
This Letter Agreement will confirm the prior mutual understanding between
D & L Consultants Ltd. (hereafter "Consultant"), and Electronic Communications
Corp. (hereafter "the Company") in writing.
The Company is in the business of providing, through operating
subsidiaries, distribution of home and office electronic equipment, cellular
service through licensed master carriers, and is contemplating further expansion
with "PCS" paging and other telecommunications services. With respect to its
existing operations, the Company utilizes a leased warehouse and adjoining
offices located at 0 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000.
The Consultant consists of an experienced team of certified financial
experts in the management, operation, leasing and financing of real and personal
property and has a broad background in business activities with an emphasis on
marketing and financial planning. Legal services, where required, are provided
by licensed attorneys with whom Consultant has a working relationship. The
Consultant agrees to render services under the terms set forth herein.
The Company is desirous of obtaining the services of the Consultant to
assist in various functions relating to its business and more fully described
below:
Consultant Services
Consultant agrees during the term hereof to render the following services,
which Consultant represents it is qualified to provide, as and when the same may
be requested by the Company:
(a) To advise upon prospective lease locations for future warehouse and
office facilities and to assist the Company in lease negotiations to
obtain the most favorable lessor concessions for retail distribution
center.
(b) To assist in the preparation and review of and make recommendations
with respect to budgets prepared by or on behalf of the Company in
connection with its future operations.
Xx. Xxxxxx -2- June 1, 1995
(c) To seek sources for financing and facilitate obtaining of lending
commitments on behalf of the Company.
(d) To network and present the Company to various affiliated brokerage
houses in order to maintain a visible market presence in it stock
offering. The Consultants will also assist the Company in any new
stock offerings of any Company owned project or subsidiary of the
same.
(e) The Consultant will render such further advise and reports as may be
reasonable and appropriate under the circumstances in connection
with the ownership, management or financing of the Company's
activities.
The Consultant shall furnish the foregoing services through its
officers, employees, and contractees from time to time as may be
requested by the Company. The foregoing services will be provided to
the Company only when requested and shall not prevent the Company
from seeking similar services from other vendors (providers). The
Company shall be under no obligation to furnish confidential
information concerning the Company's business to Consultant unless
the Company, in its sole discretion, deems it necessary and proper
for the Consultant to render services to the Company under this
Agreement.
In addition, the Company will enter into an exclusive Collection
Contract with the law firm of Xxxxxx X. Xxxxxxxx. This law firm will
exclusively handle all collections for the Company.
Consultant's Compensation
In consideration of the Services to be performed by Consultant pursuant to
this Agreement, Company shall pay to Consultant a fee of $144,000.00 per year in
twelve(12) equal monthly installments of $12,000.00, commencing June 1, 1995.
The Consultant's fee shall be deemed earned upon receipt and shall be
nonrefundable representing Consultant's sole and exclusive compensation by
reason of this transaction, except as herein expressly provided. This fee shall
be paid notwithstanding no services were requested of Consultant by the Company
for the period of said payment.
Term and Termination
This Agreement shall be for an exclusive term of five (5) years commencing
June 1,1995 and will remain in full force and effect until May 31, 2000. It is
further agreed that said fee will increase on a yearly basis at the rate of
twelve percent (12%) per year. In the event the Company is showing a loss in any
calendar year, the next due increase shall be deleted and the parties shall
mutually agree to a new fee schedule.
In the event the Consultant defaults hereunder, the Company shall notify
the Consultant (Certified Mail/Return Receipt Requested) to remedy and in the
event Consultant fails to cure the default within thirty (30) days following
receipt of such notice, Company may make an application for arbitration of the
dispute as below provided. In the event the panel rules in favor of the
Xx. Xxxxxx -3- June 1, 1995
Company, Company shall have the option to terminate this Agreement on thirty
(30) days notice to Consultant.
Consultant is an independent contractor and this Agreement will not be
construed, in anyway, as creating a joint venture or employment between the
Company and Consultant. Consultant acknowledges and agrees that with respect to
its employees, it is solely responsible for withholding, collecting and paying
employment taxes, filing information returns, and performing all other duties
imposed upon employers under applicable federal, state and local laws, rules and
regulations.
Provided the Company has fully performed and satisfied all of its
obligations hereunder, Consultant hereby indemnifies the Company and its
officers, director and control persons from any expenses including reasonable
attorney's fees arising out of the breach of any representation or warranty made
by Consultant in this Agreement. The indemnification contained herein shall
survive the termination of this Agreement.
Any notice or other communication under, in connections with, or pursuant
to this Agreement, shall be in writing and signed, and will be deemed to be
given when sent by certified or registered mail, postage prepaid with return
receipt requested and addressed to the respected parties at their above
addresses or to any other address to which either party may notify the other.
This Agreement will be governed by the laws of the State of New York
without giving effect to the choice law or conflict of laws provisions thereof.
In the event that any provision of this Agreement will be considered void,
voidable, illegal or invalid for any reason such provision will be of no force
and effect only to the extent it is so declared void, voidable, illegal or
invalid. All of the provisions of this Agreement not specifically found to be so
deficient will remain in full force and effect.
Any controversy or claim arising under this Agreement shall be submitted
to arbitration in New York City in accordance with the Commercial Arbitration
Rules of the American Arbitration Association before a single arbitrator. The
administrative costs paid to the American Arbitration Association shall be borne
equally by the parties.
Agreed and Accepted: Agreed and Accepted:
/s/ Xxxxxxx x. Xxxxxx /s/ Xxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXX XXXXXX X. XXXXXXXX, ESQ.
President E.C.C. D & L Consultants Ltd.
