CONSULTING SERVICES AGREEMENT
This Agreement, made as of the 1st day of March, 1998, between
International Plastic Technologies, Inc., a Delaware corporation (the
"Company"), and B.C. China Business, Inc., a New York corporation (the
"Consultant")
WHEREAS, the Company wishes to arrange for the outsourcing of a portion
of its manufacturing needs to independent contractors in the People's Republic
of China (the "Territory"); and
WHEREAS, the Consultant presently maintains close professional
relationships with certain manufactures in the Territory; and
WHEREAS, the Company desires to contract for the consulting services of
the Consultant and the Consultant desires to perform such consulting services on
behalf of the Company;
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is mutually agreed by and among
the parties as follows:
1. Term. The Company hereby retains the Consultant and the Consultant
hereby accepts such retainer, for a term (the "Term") commencing as of the date
first written above and ending on March 1, 2008.
2. Services. The Consultant agrees to perform for the Company, on a
non-exclusive basis, the following services:
(a) Provision of general consulting services to the Company and the
Company's personnel in connection with, and in furtherance of, the development
and expansion of the Company's business in the Territory, the development of new
business ventures in the Territory, and the various day-to-day activities of the
Company in the management of its business in the Territory; and
(b) Provision of general consulting services on such matters as may be
requested by the Board of Directors or the President of the Company.
3. Cash Compensation.
(a) During the first twelve (12) month period of the Term, the Company
shall pay the Consultant Fifty Dollars ($50.00) per hour and (i) an amount
equivalent to one and one half per cent (1.5%) of the Net Cost (as defined
below) of all products manufactured in the Territory at the Company's request up
to a Net Cost of $5,000,000.00 per year, plus one per cent (1%) of the
portion of Net Cost which exceeds $5,000,000.00 per year (the "Commission"); and
(ii) all reasonable expenses incurred by the Consultant in performing her duties
hereunder.
(b) Net Cost shall be defined for purposes of this Agreement as the
aggregate invoice price of the products manufactured in the Territory, less the
cost of shipping and any returns.
(c) The Consultant's compensation as set forth above will be reviewed
by the Company at the end of the initial twelve (12) month period.
(d) Provided that the Consultant has not breached the provisions of
this Agreement in any way and does not extend the Term, the Consultant's
Commission will continue so long as the product is being purchased by sources
developed by the Consultant.
4. Stock Compensation.
(a) Stock Grants. The Consultant will receive a minimum of 5,000 shares
of unregistered common stock of the Company upon the date that the Company's
registration for an initial public offering is declared effective by the
Securities and Exchange Commission (the "Effective Date"). The Consultant shall
receive a minimum of 5,000 unregistered shares of common stock of the Company on
each anniversary of the Effective Date for four years following the Effective
Date.
(b) Option Grants. The Consultant will receive a minimum of 5,000
options to purchase common stock of the Company on the Effective Date. The
Consultant shall receive 5,000 options on each anniversary of the Effective Date
for four years following the Effective Date. The exercise price of the options
will be $4.50.
5. Consultant's Covenants. During the Term and thereafter, the Consultant
shall keep secret and retain in strictest confidence, and shall not use for her
benefit or the benefit of others, except in connection with the business and
affairs of the Company and its affiliates, all confidential matters relating to
the present business and any other principal line of business developed by the
Company during the Term (hereinafter collectively referred to as the "Company
Business") and shall not disclose them to anyone except with the Company's
express written consent. These rights of the Company are in addition to and
without limitation to those rights and remedies available under common law for
protection of the types of such confidential information which constitute "trade
secrets" as construed under controlling law.
6. Miscellaneous.
(a) This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements,
written or oral, with respect thereto. This Agreement may be amended,
superseded, canceled, renewed or extended, only by a written instrument signed
by both parties.
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(b) This Agreement, and the Consultant's rights and obligations
hereunder, may not be assigned by the Consultant (other than to a corporation
the majority of whose shares are owned by the Consultant, provided that the
Consultant remains solely responsible for the performance of all the services
and compliance with all the provisions of this Agreement). Any purported
assignment by the Consultant in violation hereof shall be null and void.
(c) This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors, permitted assigns, heirs, executors
and legal representatives.
(d) This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original
but all such counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have signed their names as of
the day and year first above written.
International Plastic Technologies, Inc.
By: /s/ Xxxxxx Xxxxxxxx
------------------------
Xxxxxx Xxxxxxxx, President
B.C. China Business, Inc.
By: /s/ Bao-xxx Xxxx
------------------------
Bao-xxx Xxxx, President
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International Plastic Technologies, Inc.
000 Xxxxx Xxxxxx Xxxx
Xxxxxxxxxxx, Xxx Xxxx 00000
March 1, 1998
Bao-xxx Xxxx
00 Xxxx 00xx Xxxxxx
Xxx. 00X
Xxx Xxxx, Xxx Xxxx 00000
Re: Consulting Agreement
Dear Xx Xxxx:
Reference is made to that certain Consulting Services
Agreement by and between International Plastic Technologies, Inc. (the
"Company") and B.C. China Business, Inc. ("BCCB") dated as of March 1, 1998 (the
"Agreement"). Capitalized terms not defined herein have the meanings attributed
to them in the Agreement.
By signing this letter below, you will confirm and acknowledge
the following:
1. The Company has entered into a Consulting Services Agreement with BCCB
for the services of BCCB as the general consultant to the Company in
connection with the development and expansion of the Company's business
in the People's Republic of China;
2. The Company would not have entered into the Agreement without the
representation of BCCB that BCCB would be providing your services to
the Company; and
3. You agree to be available to provide your services to the Company as
required under the Agreement.
International Plastic Technologies, Inc.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
AGREED AND ACCEPTED:
By: Bao-xxx Xxxx
--------------------------
Bao-xxx Xxxx
