EXHIBIT 10.2
SERVICES AGREEMENT
This Agreement, effective this 26th day of May, 2000, is entered into by
and between WCM Capital, Inc., a Delaware corporation ("Client"), having an
address at 00 Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 and Xxxxxx Xxxxx,
Esq. ("Consultant"), having an address at c/o Xxxxx & Xxxxxxxxx, 000 Xxxxxxxxx
Xxxx, Xxxxxx Xxxxxx, Xxx Xxxx 00000
WHEREAS, Consultant has been consulting with and advising the Company with
respect to certain matters; and
WHEREAS, Consultant has committed time and incurred significant expenses in
rendering services to the Company; and
WHEREAS, Consultant and Client wish to formalize their agreement with
respect to the duties of Consultant and the compensation to be provided to
Consultant, in accordance with the terms and conditions hereinafter set forth.
NOW THEREFORE, the parties agree as follows.
1. SERVICES. Client desires, and Consultant has provided and will continue to
provide services for WCM Capital, Inc. of the nature and type requested by
Client in the areas of Consultant's practice and expertise, during the term
described below (the "Services"). Upon the reasonable request of Client,
Consultant shall provide Client with future Services pursuant to the terms and
conditions of this Agreement. The Services of the Consultant shall include, but
not be limited to, providing general and specialized consulting and act as an
advisor to the Company with respect to certain joint venture and/or strategic
partners in the mining and milling or in the technology sector and any advisory
or other services incidental thereto.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf of
Consultant to Client, shall be considered the agents, consultants, contractors
or employees of Consultant. The relationship between Consultant and Client is
solely one of independent contractor. Consultant is entitled to perform the
Services required herein through the use of his own personnel. Nothing herein
shall be construed or interpreted to deem the relationship between Client and
Consultant to be an employer/employee relationship. Consultant shall be
responsible for all contract obligations he may have with his personnel with any
fringe benefits to which they may be entitled by reason of being personnel of
Consultant. Consultant shall also be responsible for withholding payroll taxes
from the wages and salaries paid to his personnel and the payment of all payroll
taxes relating to their employment to government agencies and shall provide
xxxxxxx'x compensation insurance, unemployment insurance and any other insurance
required by statute.
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3. CHARGES FOR SERVICES. In consideration for the Services previously rendered
and invoiced to Client on the date hereof in the aggregate amount of $ 614,760
by Consultant, Client agrees to issue to Consultant and Consultant agrees to
accept, in lieu of a cash payment, the sum of Two Hundred Thirty Three Thousand
Six Hundred Ninety (153,690) shares of the common stock of Client, which shall
be issued to Consultant immediately following execution hereof, free and clear
of all liens, encumbrances and restrictions as provided in Section 4 hereof. Any
future services of Consultant shall be billed to the Company at Consultant's
hourly rate of $500.00 per hour, plus expenses, on a quarterly basis.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form S-8
with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filling shall occur as soon as practical after the
shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to perform
their respective obligations under this Agreement, or be liable for their
failure to perform for delay in performance of their obligations hereunder if
such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party can terminate and the verifiable fees and
costs owed Consultant by Client shall become a lien against the assets of
Client.
6. TERM AND TERMINATION. This Agreement shall be effective upon the date first
written above and shall continue in effect for six (6) months thereafter unless
otherwise extended or until terminated by either party upon giving the other
party not less than thirty (30) days prior written notice of termination;
provided, however, Services being provided at the time of termination shall
continue pursuant to the terms of this Agreement until completed. This Agreement
may be terminated by either party in the event of the refusal or inability of
the other party to perform hereunder as provided in Section 5, or in the event
of the breach of any obligation under this Agreement by the other party. Such
termination upon breach shall be made by written notice to the other party and
shall become effective ten (10) days after delivery of such notice, provided the
defaulting party has not cured any such default to the satisfaction of the other
party within said ten (10) day period.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized
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courier service, or by U.S. Mail, registered or certified, postage, prepaid,
return receipt requested, to the address of each party set forth in the heading
of the agreement, or to such other address as either party may substitute by
written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the parties
hereto and heir respective heirs, legal representatives, successors or assigns.
Neither party shall assign its obligations hereunder without the express written
consent of the other party.
(c) The captions used in this Agreement are for purposes of identification only
and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all necessary
signatures or may be executed simultaneously in two (2) or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding between
the parties hereto and integrates all prior negotiations, discussions and
agreements between them. No modifications of the terms of this Agreement shall
be valid unless in writing and signed by an authorized representative of each
party hereto (or their successors).
(f) If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of the
State of New York..
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on
the day and year first above written.
CLIENT: CONSULTANT:
WCM Capital Inc. Xxxxxx Xxxxx
By: /s/ Xxxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxx
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Its: President
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