AGREEMENT
1 Date of Agreement. The commencement date of this Agreement is
the 1st day of January, 2002.
2 Parties.
2.1 SCIENCE DYNAMICS CORPORATION ("SciDyn"), with offices
at 0000 Xxxxxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxxxx, 00000; and
2.2 CALABASH CONSULTING LTD. ("Calabash"), with offices at
Xxxxx Xxxxxx, Xxxxxxx, Xxxx xx Xxx, Xxxxxx Xxxxxxx.
3 Consulting Services. SciDyn agrees to engage Calabash as a
financial and management consultant, which consulting services
shall include, inter alia, the services of Xxxx Xxxxxxxxx to act
as Chief Executive Officer and President of SciDyn. In such
capacity, Xx. Xxxxxxxxx shall exert his best efforts and devote a
substantial amount of his time and attention to SciDyn's affairs.
Xx. Xxxxxxxxx shall be in complete charge of the operation of
SciDyn, and shall have full authority and responsibility, subject
to the general direction, approval, and control of SciDyn's Board
of Directors, for formulating policies and administrating SciDyn
in all respects. His power shall include the authority to hire
and fire SciDyn's personnel and to retain consultants when he
deems necessary to implement SciDyn's policy.
4 Term. The term of this Agreement shall begin on January 1, 2002
and shall continue for a term of three (3) years. This Agreement
shall automatically renew on the same terms and conditions
contained herein for additional terms of one (1) year each after
the expiration of the initial or any renewal term. Following the
initial term, either party may terminate this Agreement by
providing the other party with a minimum of thirty (30) days
prior written notice of the party's intent to terminate the
Agreement at the anniversary of the term.
5 Payment for Consulting Services. SciDyn shall pay Calabash for
the consulting services rendered hereunder, an annual fee of
$240,000.00 to be paid in monthly payments of $20,000.00.
Calabash shall be entitled to a bonus of one years fee's to be
paid in SciDyn common stock at a value of $0.055 per share
(4,363,636 shares) at the end of the term or on 31st December 2002
should the company continue in business after that date.
6 Expenses. Xx. Xxxxxxxxx shall be reimbursed for all approved
expenses incurred by him in the performance of his duties. The
sum of $750.00 per month will be paid by SciDyn towards the
provision of a suitable vehicle, for Xx Xxxxxxxxx'x exclusive use
during the term of this agreement.
7 Indemnity. SciDyn shall indemnify Calabash and Xx. Xxxxxxxxx
and hold them harmless for all acts or decisions made by Xx.
Xxxxxxxxx in good faith while performing services for SciDyn.
SciDyn shall use its best efforts to obtain coverage for Xx.
Xxxxxxxxx under any insurance policy now in force or hereinafter
obtained during the term of this Agreement, covering the other
officers and directors of SciDyn against lawsuit. SciDyn shall
pay all expenses, including attorneys' fees, actually and
necessarily incurred by Xx. Xxxxxxxxx in connection with the
defense of such act, suit or proceeding and in connection with
any related appeal, including the cost of court settlements.
8 Taxes. SciDyn agrees that it shall be responsible for payment
of taxes, if any, due to any state or federal taxing authority,
for activities arising out of this Agreement, and shall indemnify
and hold harmless Calabash and Xx. Xxxxxxxxx from any such
payment.
9 Notices. All notices, requests, and demands given to or made
upon the parties hereto shall, except as otherwise specified
herein, be in writing and be delivered by fax, express delivery,
in person, or mailed to any such party at the address of such
party set forth in Section 2 "Parties" above. Any party may, by
notice hereunder to the other party, designate a changed address
for such party. Any notice, if faxed, shall be deemed received
upon confirmation of the receipt thereof; if sent by express
delivery, shall be deemed received upon delivery as set forth on
the express delivery receipt; if personally delivered, shall be
deemed received upon delivery; and if mailed properly addressed,
postage prepaid, registered or certified mail, shall be deemed
dispatched on the registered date or that stamped on the
certified mail receipt, and shall be deemed received the fifth
business day thereafter, or when it is actually received,
whichever is sooner. Attempted delivery, in person or by express
delivery at the correct address, shall be deemed received on the
date of such attempted delivery. All references to hours of the
day shall mean the official time in effect on the date in
question in the State of New Jersey.
10 Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors, assigns, and legal representatives.
11 Assignability. Neither party hereto shall have the right to
assign or otherwise transfer (by operation of law or otherwise)
its rights or obligations under this Agreement except with the
prior written consent of the other party.
12 Captions. Captions of the sections of this Agreement are for
convenience and reference only, and the words contained shall not
be held to modify, amplify, or aid in the interpretation of the
provisions of this Agreement.
13 Counterparts and/or Facsimile Signature. This Contract may be
executed in any number of counterparts, including counterparts
transmitted by telecopier or FAX, any one of which shall
constitute an original of this contract. When counterparts of
facsimile copies have been executed by all parties, they shall
have the same effect as if the signatures to each counterpart or
copy were upon the same document and copies of such documents
shall be deemed valid as originals. The parties agree that all
such signatures may be transferred to a single document upon the
request of any party.
14 Situs. This Agreement shall be deemed to be an agreement made
under the laws of the State of New Jersey, and for all purposes
it shall be construed in accordance with and governed by the laws
of the State of New Jersey.
15 Arbitration. Except for obtaining injunctive relief by
either party against actual or threatened conduct that would
cause irreparable harm to that party, and except for
controversies, disputes or claims under this Agreement related to
the enforceability of restrictive covenants relating to non-
competition, any dispute arising between the parties shall be
submitted for arbitration to be administered by the Philadelphia
office of the American Arbitration association on demand of
either party. All such claims shall be heard by one arbitrator.
Such arbitration proceedings shall be conducted in Philadelphia
or its adjacent suburbs, and, except as otherwise provided in
this agreement, shall be conducted in accordance with the
then-current Commercial Arbitration Rules of the American
Arbitration Association. The arbitrator shall have the right to
award or include in its award any relief which he or she deems
proper in the circumstances, including without limitation, money
damages (with interest on unpaid amounts from date due), specific
performance, injunctive relief, reasonable attorneys' fees and
costs. The award and decision of the arbitrator shall be
conclusive and binding upon all parties hereto and judgment upon
the award may be entered in any court of competent jurisdiction,
and each waives any right to contest the validity or
enforceability of such award. The arbitrator shall apply the
provisions of any applicable limitation on the period of time in
which claims must be brought. The parties further agree that, in
connection with any such arbitration proceeding, each shall
submit or file any claim that would constitute a compulsory
counterclaim (as defined by rule 13 of the federal rules of civil
procedure) within the same proceeding as the claim to which it
relates. Any such claim which is not submitted or filed in such
proceeding shall be barred. This provision shall continue in
full force and effect subsequent to and notwithstanding
expiration or termination of this agreement. The parties agree
that arbitration shall be conducted on an individual, not a
class-wide, basis and that none of the parties hereto shall be
entitled to consolidation of arbitration proceedings involving
such parties with those of any third party, nor shall the
arbitrator or any court be empowered to order such consolidation.
16 Venue. With respect to any claim which will be determined by a
court of competent jurisdiction (excluding the arbitration set
forth above, but not any appeal or enforcement of such
arbitration), any action, suit, or proceeding arising out of,
based on, or in connection with this Agreement may be brought
only in the Superior Court of New Jersey, Burlington County, or
the United States District Court for the Southern District of New
Jersey, and each party covenants and agrees not to assert, by way
of motion, as a defense, or otherwise in any such action, suit,
or proceeding, any claim that it or he is not subject personally
to the jurisdiction of such court, that its or his property is
exempt or immune from attachment or execution, that the action,
suit, or proceeding is brought in an inconvenient forum, that the
venue of the action, suit, or proceeding is improper, or that
this Agreement or the subject matter hereof may not be enforced
in or by such court.
17 Non-Waiver. No delay or failure by a party to exercise any
right under this Agreement, and no partial or single exercise of
that right, shall constitute a waiver of that or any other right,
unless otherwise expressly provided herein.
18 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 by 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 the remaining provisions of this Agreement.
19 Modification. This Agreement may not be and shall not be
deemed or construed to have been modified, amended, rescinded,
cancelled, or waived in whole or in part, except by a written
instrument signed by the parties hereto.
20 Entire Agreement. This Agreement constitutes and expresses the
entire agreement and understanding between the parties hereto in
reference to all the matters referred to herein, and any previous
discussions, promises, representations, and understanding
relative thereto are merged into the terms of this Agreement and
shall have no further force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective the day and year first above written.
SCIENCE DYNAMICS CORPORATION
By: /s/Xxxx X. Xxxxxxxxx
------------------------
Name: Xxxx X Xxxxxxxxx
Title: Director
Date: May 2nd 2002
CALABASH CONSULTING LTD.
By: /s/Mr. T Xxxxxx-Xxxxxx
------------------------
Name: Mr. T Xxxxxx-Xxxxxx
Title: Director
Date: May 2nd 2002
