Exhibit 10.5 Consulting Agreement with Xxx Xxxxxxx Xxxxxx
CONSULTING AGREEMENT
This agreement is made effective as of February 1, 2002, by and between
Force 10 Trading, Inc., a Nevada Corporation, (hereinafter "F10") and Xxx
Xxxxxxx Xxxxxx (hereinafter "Consultant") as an independent contractor, in order
to memorialize and confirm their respective duties, rights and obligations.
RECITALS
WHEREAS, Consultant is knowledgeable about the business of F10
and is experienced with OTC bulletin board companies; and
WHEREAS, F10 is involved in providing educational and stock
trading solutions and software to individual stock traders and qualified
investment and is interested in expanding their business, customer base and
revenues.
NOW, THEREFORE, the parties have entered into this Agreement as
a means of securing to themselves the benefits and advantages of their mutual
interests and goals with respect to the business of F10.
1. CONSULTING SERVICES. Consultant shall provide both general and specific
services to F10.
1.1 GENERAL SERVICES. Generally, Consultant shall
maintain, where requested, regular communication with F10 to
remain aware of F10's business development and growth plans.
In the event Consultant is or becomes aware of the
availability of strategic partnerships, acquisition candidates
or other business opportunities within of interest to F10,
Consultant shall present any such opportunities to F10 before
presenting the same to any other person or entity; and F10
shall have sixty (60) days to evaluate each such opportunity
and either (i) communicate to Consultant that it will pursue
the opportunity and take affirmative steps to pursue the same,
in which case Consultant shall not offer the same to any other
person or entity, or (ii) communicate to Consultant that F10
shall not pursue such opportunity, in which case Consultant
may offer the same to third parties and shall have no further
obligation to F10 with respect thereto. Should F10 pursue and
close on an agreement for any financings, strategic
partnerships, acquisition candidates or other business
opportunities presented by Consultant, Consultant shall be due
a commission fee of ten percent (10%) of the value of such
transaction, payable upon closing.
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1.2 SPECIFIC SERVICES. Consultant shall provide,
where requested, assistance in the preparation of F10's
filings with the Securities and Exchange Commission ("SEC) and
assist in compiling, preparing and consolidating the financial
statements of F10 for quarterly and annual reports.
2. TERM OF AGREEMENT. Unless extended by a separate written agreement, the
term of this Agreement shall be three (3) years from the date of its
execution.
3. TERMINATION. F10 may terminate this Consulting Agreement for "cause".
Cause shall be defined as 1) disregard of a direct order of the Board
of Directors or any Officer of F10, 2) conviction of a felony or any
crime involving moral turpitude and 3) taking unjustified actions
against F10 that the Board of Directors believe materially harm F10.
4. PAYMENT FOR CONSULTING SERVICES. During the first six months of the
term of this Agreement, F10 shall pay to Consultant a monthly
consulting fee in the amount of five thousand dollars ($5,000). Such
monthly consulting fee shall be paid on or about the first (1st) day of
each month beginning with February 1, 2002, and ending July 31, 2002.
Over the duration of the term of this Agreement, F10 shall pay to
Consultant a monthly consulting fee in the amount of seven thousand
five hundred dollars ($7,500.00). Such monthly fee shall be paid on or
about the first (1st) day of each month beginning with August 1, 2002
and ending January 31, 2005. Upon mutual agreement of the parties,
beginning on August 1, 2002, up to two thousand five hundred dollars
($2,500.00) of the monthly fee may be either paid in F10 free-trading
common stock or such amount may be accrued and not paid until F10
receives gross cumulative funding of one million dollars ($1,000,000)
in the period beginning on the date of execution of this Agreement.
5. STOCK PAYMENT. Consultant shall be due a fee of ninety-five thousand
(95,000) shares of F10 free-trading common stock upon the execution of
this Agreement.
6. OPTIONS. Consultant shall be granted three hundred thousand (300,000)
stock options exercisable at a price of $0.25 per share. Such options
shall be vested pro-rata over a period of three years, with one third
being vested immediately, one third being fully vested after one year
of the execution of this Agreement and the remaining options being
fully vested two years after the execution of this Agreement.
7. EXPENSES. Consultant shall be reimbursed for automobile transportation
expenses, travel expenses, telephone expenses and for other
out-of-pocket expenses incurred in the course of rendering services for
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F10. Said expenses shall be approved in writing prior to incurring the
expense by Consultant, or may be consented to by the F10 after the
expense is incurred by the Consultant. F10 is not bound to reimburse
any expense that is not approved in writing prior to incurring the
expense. This paragraph may be modified in a written agreement signed
by both parties.
8. USE OF ASSISTANTS. Consultant is solely responsible to F10 for the
results of any specific job, but may use his own employees or
assistants in rendering services to F10, provided that the job results
are satisfactory to F10, and provided that any such employees or
assistants are paid by Consultant out of Consultant's own funds. Any
payments to be made to any such employees or assistants shall not be
construed as due from F10 in addition to any amount to be paid to
Consultant, unless mutually agreed upon by a written agreement signed
by both parties.
9. OTHER CLIENTS. F10 recognizes that Consultant routinely performs
similar services for other persons or entities. In the performance of
services for F10, Consultant is and shall at all times be an
independent contractor and not an employee of F10. Consequently, F10
will not withhold income or Social Security taxes or provide
unemployment, disability, or any similar benefits to Consultant. F10
will also not provide liability insurance, errors and omissions
insurance, worker's compensation insurance, or any other type of
insurance coverage for Consultant. Consultant is expected to maintain
any coverage legally required of an independent contractor while
performing services for F10, and by signing this agreement, Consultant
represents that he/she has obtained for him/her-self and his/her
employees, all insurance required by law for independent contractors
involved in the provision of similar services. Consultant shall not
make any claim against any insurance that F10 may from time to time
provide for itself and/or its employee(s), whether such claim arises
out of Consultant's work for F10 or out of any other circumstances.
10. SOFTWARE, OFFICE AND SUPPLIES. Consultant shall supply any and all
software and instrumentalities used by Consultant in the rendering of
services to F10, unless otherwise agreed in a writing signed by both
parties. F10 shall be required to provide training, support staff or
other material or services to Consultant unless specifically provided
under separate agreement in writing signed by both parties, provided,
however, that F10 shall furnish to Consultant such information and
papers as F10 may consider necessary for Consultant to understand,
commence and complete each job, if any.
11. NO RELIANCE ON F10. Consultant shall not rely upon or use any license
or license number that may be maintained from time to time by F10.
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Consultant shall also maintain in force any business license required
by local governmental entities.
12. NO OFFICE PROVIDED. Consultant shall maintain his own offices from
which to do work under this Agreement, provided, however, that F10 may
permit reasonable use of its facilities to Consultant from time to time
when such an arrangement may promote the purposes of this Agreement.
Notwithstanding any of the foregoing, the times and places at which
Consultant renders services to F10 under this agreement are to be at
the discretion of Consultant, provided that each job is completed in a
timely and otherwise professional manner.
13. ENTIRE AGREEMENT. This agreement encompasses all the terms of the
agreement between the parties hereto, and this agreement supersedes any
and all other agreements, either orally or in writing, between the
parties hereto with respect to the matters discussed herein. Any
modifications of this agreement will be effective only if set forth in
a writing signed by both parties.
14. SEVERABILITY. Whenever possible, each provision of this agreement shall
be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this agreement shall be
prohibited or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or of the
remaining provisions of this agreement.
15. GOVERNING LAW. This agreement shall be construed in accordance with,
and governed by, the laws of the State of Colorado.
CONSULTANT FORCE 10 TRADING, INC.
/S/ XXX XXXXXXX XXXXXX By /S/ XXX X. XXXXXX
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XXX XXXXXXX XXXXXX XXX X. XXXXXX, its President
Date: February 1, 2002 Date: February 1, 2002
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