EXHIBIT 10.12
BUSINESS DEVELOPMENT AGREEMENT
THIS BUSINESS DEVELOPMENT AGREEMENT (the "Agreement") is made and entered
into as of June 29, 2004 by and between SOLUTION TECHNOLOGY INTERNATIONAL, INC.,
a Delaware corporation (the "Company"), and LIGHTHOUSE ADVISORS, INC., a
Maryland corporation ("Lighthouse Advisors").
RECITALS:
WHEREAS, the Company desires to engage Lighthouse Advisors, and Lighthouse
Advisors desires to be engaged by the Company, to provide certain business
development services in accordance with and subject to the terms and conditions
of this Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
AGREEMENT:
ARTICLE 1.
ENGAGEMENT
1.1. Engagement. The Company hereby engages Lighthouse Advisors, and
Lighthouse Advisors hereby accepts such engagement.
1.2. Services. Upon the request of the Company, Lighthouse Advisors shall
perform the services set forth on Exhibit "A" hereto.
1.3. Appointment to Advisory Board. During the Term (as defined below),
the Company agrees to appoint Xxx Xxxxxx and Xxxx Xxxxxx to the Company's
advisory board. In such capacity, the principals shall periodically advise the
Company on the matters described in Exhibit "A" hereto.
ARTICLE 2.
TERM OF ENGAGEMENT
2.1. Term. The engagement of Lighthouse Advisors pursuant to the terms
hereof shall commence on the date hereof and shall continue on a month-to-month
basis until terminated by either party by providing thirty (30) days prior
written notice to the other party (the "Term").
2.2. Independent Consultant. The Company and Lighthouse Advisors
acknowledge and agree that Lighthouse Advisors is an independent contractor and
that nothing in this Agreement is intended to cause Lighthouse Advisors to be a
fiduciary, agent, joint venturer, legal representative, partner or servant of
the Company for any purpose whatsoever. Lighthouse Advisors agrees that the
Company shall in no event assume liability for or be deemed liable hereunder as
a result of any contract, agreement, understanding, debt or obligation entered
into by Lighthouse Advisors on the Company's behalf without the Company's prior
written consent. Lighthouse Advisors shall be solely responsible for and shall
pay all taxes, assessments, and fees incident to the performance of his
obligations pursuant to this Agreement.
ARTICLE 3. COMPENSATION OF CONSULTANT
3.1. Compensation. As compensation for the services to be provided
hereunder, the Company shall pay Lighthouse Advisors a fee payable by the
issuance of a number of shares of common stock equal to 2% of the Company's
common stock calculated on a fully-diluted basis. This fee shall be deemed fully
earned as of the date hereof.
ARTICLE 4.
MISCELLANEOUS
4.1. Notices. All notices hereunder, to be effective, shall be in writing
and shall be deemed delivered when delivered by hand, upon confirmation of
receipt by telecopy or when sent by first-class, certified mail, postage and
fees prepaid, as follows:
(a) for notices and communications to the Company
Solution Technology International, Inc.
0000 Xxxxxxxxx Xxxxx, Xxxxx 0
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxx X. Xxxxxx, President
Fax: (000) 000-0000
(b) for notices and communications to Lighthouse Advisors:
Lighthouse Advisors, Inc.
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxx Xxxxxx, President
Fax: (000) 000-0000
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By notice complying with the foregoing provisions of this Section, each party
shall have the right to change the address for future notices and communications
to such party.
4.2. Modification. This Agreement constitutes the entire Agreement between
the parties hereto with regard to the subject matter hereof, superseding all
prior understandings and agreements, whether written or oral. This Agreement may
not be amended or revised except by a writing signed by both of the parties
hereto.
4.3. Assignment. This Agreement and all rights hereunder are personal to
Lighthouse Advisors and may not, unless otherwise specifically permitted herein,
be assigned by it. Notwithstanding anything else in this Agreement to the
contrary, the Company may assign this Agreement to and all rights hereunder
shall inure to the benefit of any person, firm or corporation succeeding to all
or substantially all of the business or assets of the Company whether by
purchase, merger or consolidation.
4.4. Captions. Captions herein have been inserted solely for convenience
of reference and in no way define, limit or describe the scope or substance of
any provision of this Agreement.
4.5. Severability. The provisions of this Agreement are severable, and the
invalidity of any provision shall not affect the validity of any other
provision. In the event that any arbitrator or court of competent jurisdiction
shall determine that any provision of this Agreement or the application thereof
is unenforceable because of the duration or scope thereof, the parties hereto
agree that said arbitrator or court in making such determination shall have the
power to reduce the duration and scope of such provision to the extent necessary
to make it enforceable, and that the Agreement in its reduced form shall be
valid and enforceable to the full extent permitted by law.
4.6. Governing Law. This Agreement shall be construed under and governed
by the laws of the State of Maryland without regard to its principles of
conflicts of laws. The parties hereto agree that except as otherwise provided in
this Agreement, any claim or dispute arising under or in connection with this
Agreement shall be submitted for adjudication exclusively in courts of
Xxxxxxxxxx, County, Maryland, and each of the parties hereto expressly agrees to
be bound by such selection of jurisdiction and venue for purposes of such
adjudication.
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IN WITNESS WHEREOF, the parties hereto have caused this Business Services
Agreement to be executed by their representatives thereunto duly authorized.
SOLUTION TECHNOLOGY INTERNATIONAL, INC.
By:
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Name:
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Title:
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LIGHTHOUSE ADVISORS, INC.
By:
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Name:
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Title:
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EXHIBIT "A"
DESCRIPTION OF SERVICES
Lighthouse Advisors shall be available to assist the Company with respect
to introduction to potential customers, advice with shareholder relations and
such other services as the parties may agree to.
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