EXHIBIT 10.18
CONSULTING AGREEMENT
AMENDED AND RESTATED
This Agreement is made and entered into as of July 1, 1997 between Galacticomm
Technologies, Inc. with its principal place of business at 0000 XX 00xx Xxxxxx,
Xxxxx 000, Xxxx Xxxxxxxxxx, XX 00000 herein referred to as "Corporation", and
Union Atlantic LC with its principal place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxx 0000, Xxxxx, Xxxxxxx 0000, herein referred to as "Consultant".
RECITALS
1. Corporation is an Internet services provider as well as a developer and
marketer of communications software for Internet, Intranet and Extranet
applications and in the conduct of such business desires to receive management
consulting services.
2. Consultant has extensive experience in managing, directing and
supervising various aspects of multi-national companies, strategic planning,
corporate development, operations and administration and in designing and
implementing the marketing and channel strategies with specific experience in
consumer electronics, removable cartridge disk drives, mass storage peripherals,
PCs and peripherals, telecommunications, cable, Internet and Intranet
technologies.
3. Consultant agrees to perform these services for Corporation under the
terms and conditions set forth in this Agreement.
In consideration of the mutual promises set forth herein, it is agreed by and
between Corporation and Consultant as follows:
SECTION ONE
NATURE OF WORK
Consultant, will on behalf of the Corporation, perform business consulting and
business advisory services with respect to the recruitment of key personnel, the
development of brand and distribution channels, assisting the Corporation in the
execution of a sales and marketing plan, and identifying and/or assisting in the
development of strategic business partnerships.
SECTION TWO
PLACE OF WORK
It is understood that Consultant's services will be rendered both on and
off-site of Corporation. Corporation agrees to provide an office, secretarial
support, and time of key employees while Consultant is on-site. The parties
agree that Consultant will incur general overhead costs related to the services
its renders under this Agreement, but its shall not be entitled to reimbursement
of such overhead costs except as provided in Section Three.
SECTION THREE
PERSONS AND TIME DEVOTED TO WORK
Consultant agrees to make available at any one time the business consulting
services of one of Consultant's principal consultants, Xxxxxxx Xxxxxxx or
Xxxxxxx X. Xxxxxxx. In the performance of the services, the services and the
hours Consultant is to work on any given day will be entirely within the
Consultant's control and Corporation will rely upon Consultant to put in such
number of hours as is reasonably necessary to fulfill the spirit and the purpose
of this Agreement.
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SECTION FOUR
DURATION
The duration of this Agreement (the "Term"), unless otherwise extended by mutual
consent of both, shall be from July 1, 1997 until June 30, 2001.
SECTION FIVE
PAYMENT AND EXPENSES/UA PARTNERS INVESTMENT
Corporation will pay Consultant a consulting fee of Ten Thousand Dollars
($10,000) per calendar month. Payment shall be made on the twentieth day of each
month during the Term.
Corporation shall reimburse Consultant for all pre-approved business and travel
expenses incurred by the Consultant in the performance of the work defined
herein.
The parties acknowledge that Consultant was paid the following amount as a
finder's fee in connection with the November 1996 investment by the Xxxxxxxxxx
Trust: (1) cash compensation of $375,500; (2) a three -year warrant to purchase
567,460 shares of Common Stock at an exercise price of $0.63 per share with
demand and piggyback registration rights; and 317,360 shares of Common Stock.
The parties further acknowledge that the Company paid Consultant the following
amounts as a finder's fee in connection with the Company's June 1997 Private
Placement: (a) cash compensation of $126,209; and (b) a three year warrant to
purchase 137,184 shares of Common Stock at an exercise price of $0.92 per share
with demand and piggyback registration rights.
SECTION SIX
STATUS OF CONSULTANT
This Agreement calls for the performance of the services as an independent
contractor and Consultant will not be considered an employee of the Corporation
for any purpose.
SECTION SEVEN
SERVICES FOR OTHERS
Consultant may, during the term of this Agreement, perform services for any
other person or firm, without Corporation's prior approval, provided it does not
compete with Corporation in the product areas where Consultant is performing
work.
SECTION EIGHT
OWNERSHIP
Consultant acknowledges that all work developed under this Agreement, will be
the sole property of the Corporation and only Corporation will be free to use
such works without any obligation to remit any payment, other than that which is
agreed to in this Agreement, to Consultant for future and continued usage.
SECTION NINE
CONFIDENTIALITY
Consultant acknowledges that it is being given access to confidential
information under a non-disclosure agreement and will treat all information
received as such and take the necessary precautions to ensure that this
information is kept confidential by all Consultant employees and any and all
subcontractors that it engages for this Agreement.
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SECTION TEN
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the State of Florida, The United States of America.
SECTION ELEVEN
INTEGRATION
This Agreement contains the entire agreement among the parties and supersedes
all prior and contemporaneous oral and written agreements, understandings, and
representations among the parties. No amendments to this Agreement shall be
binding unless executed in writing by all the parties.
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SECTION TWELVE
ARBITRATION; ATTORNEY'S FEES
Any controversy or claim arising out of, or relating to, this Agreement, to the
making, performance, or interpretation of it, shall be settled by arbitration in
Miami, Florida, or as otherwise mutually agreed upon by the parties, under the
commercial arbitration rules of the American Arbitration Association then
existing, and any judgment on the arbitration award may be entered in any court
having jurisdiction over the subject matter of the controversy. If any legal
action or any arbitration or other proceeding is brought for the enforcement of
this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party or parties shall be entitled to recover
reasonable attorney's fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled.
SECTION THIRTEEN
BOARD APPOINTMENT
During the term of this Agreement, Consultant shall have the right to appoint
one representative to the Board of Directors of the Corporation. Consultant
shall have the right to appoint one member to Corporation's Board of Directors
which person is initially designated to be Xxxxxxx Xxxxxxx.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on the
day and year first above written.
CORPORATION
GALACTICOMM TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxx
--------------------------------
Xxxxx Xxxx, CEO
CONSULTANT
UNION ATLANTIC LC
BY: /s/Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
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