EXHIBIT 10.48
CONSULTING SERVICES TERM SHEET
between
INFOCAST CORPORATION & TEAMCEO CORPORATION
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SERVICES & PERSONNEL
InfoCast Corporation desires to engage the services of TeamCEO to provide the
following services:
o Build a Sales infrastructure
o Build a distribution channel
o Manage the AT&T relationship
o Expand revenue opportunities through direct sales and vertical markets
o Assist in building and implementation of the Development process
o Assist in building a Sales and Marketing process
o Open, build and manage the infrastructure of the InfoCast Chicago office
o Introduce and assist in investment fund raising activities
o Assist in closing an intellectual property acquisition by InfoCast
o Assist in hiring personnel for the Sales, Marketing and Development areas
o Assist in running the operations of the business
TeamCEO agrees that this InfoCast agreement will be the primary focus of TeamCEO
for the duration of this agreement and that we will assign the resources of
Xxxxxxx Xxxxxx, Xxxx XxxXxxxxx, Xxxxxxx Xxxxxxxxx to the project. TeamCEO will
make all of its current employees, employees of InfoCast. These employees will
receive InfoCast stock options approved by the InfoCast Board of Directors.
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CONSULTING SERVICES TERM SHEET
between
INFOCAST CORPORATION & TEAMCEO CORPORATION
================================================================================
COMPENSATION & OVERHEAD EXPENSE
All TeamCEO employees assigned, as employees of InfoCast will receive the same
compensation and benefits from InfoCast that they currently receive from
TeamCEO.
This agreement assumes Xxxxxxx Xxxxxx, Xxxx Xxx Xxxxxx and Xxxx Xxxxxxxxx are on
a contract basis. It is possible that they and InfoCast will recommend that they
will become employees at some future point.
In either case, compensation for Xxxxxxx Xxxxxx, Xxxx Xxx Xxxxxx and Xxxx
Xxxxxxxxx will be as follows:
COMPENSATION/COMMISSION:
a) As Base Salary, $50,000 USD per month for
duration of contract paid on last business
day of the month
AND
b) A target Commission of 300,000 USD per year
will be based on achievement of revenue
objectives
c) This Commission will be paid based on 20% of
all NET revenue generated on the first three
sales of Contact and 14% on sales thereafter
on Contact and E-learning revenue
d) Target revenue that supports this Commission
plan will be agreed between TeamCEO and
InfoCast at the beginning of each year. Over
achievement of target will be contemplated
in this plan.
COMMISSION PAYMENT: Commissions will be paid in line with cash receipts on
all sales. In the event where a deposit is received
greater than the revenue recognized, commission will
still be paid on the cash receipts. In the event that
cash is received after the term of this agreement as a
result of a sale closed prior to the end of the term of
this agreement, commissions will continue to be paid as
cash is received until all cash receipts on that sale
are completed.
FINDERS FEES: Team CEO will receive a fee for any professional hired
into InfoCast as a result of TeamCEO. The fee will equal
20% of the annual compensation of the resource, payable
50% on the hire and 50% 90 days after hire. (This does
not apply to current TeamCEO employees).
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CONSULTING SERVICES TERM SHEET
between
INFOCAST CORPORATION & TEAMCEO CORPORATION
TeamCEO will receive a fee for new funds raised as a
result of introduction by TeamCEO. The fee will equal 6%
of the funds raised payable in full on receipt of the
funds.
TeamCEO will receive a fee for VAR partners acquired by
InfoCast as a result of TeamCEO. The fee paid to TeamCEO
will be InfoCast stock with the number of shares and the
effective date of the stock to be mutually agreed to
between InfoCast and TeamCEO based on the expected
contributions of the VAR.
EXPENSES: InfoCast will pay for all general and business expenses
in addition to travel, living and entertainment costs
incurred by TeamCEO in conjunction with InfoCast. Travel
policy for Xxxxxxxxx, XxxXxxxxx and Lotzof will be the
same as Xxxx Xxxx and other senior InfoCast executives
[InfoCast will consider using Bannockburn Travel
Management as their travel service provider].
STOCK OPTION INCENTIVE: TeamCEO will be granted 3.6 million stock options in
InfoCast Corporation (1.2 Million each for Xxxxxxx, Xxxx
and Xxxx) and will vest according to the following
schedule:
o 200,000 Shares each on signing of this
agreement
o 100,000 Shares each vesting quarter for
quarters 1, 2, 3 & 4 and 150,000 Shares per
quarter for quarters 5, 6, 7 & 8
The strike price of the options to be $1.00 per Share.
The options will be registered in 3Q 2001 or before.
In the event of a change in control of the company, all
stock options will vest immediately.
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CONSULTING SERVICES TERM SHEET
between
INFOCAST CORPORATION & TEAMCEO CORPORATION
Agreement Term
This agreement will become effective after being signed by both parties, and
both parties agree on the Revenue Target as well as the Stock Option Strike
Price.
The term of this agreement is for two (2) years starting April 1, 2001 and
running through April 1, 2003. Either party can terminate this agreement with 60
days written notice. This agreement will be mutually reviewed for continuation
at the end of the contract term.
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AGREED AND ACCEPTED
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TEAMCEO CORPORATION INFOCAST CORPORATION
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BY: /S/ XXXXXXX XXXXXX BY: /S/ XXXX XXXX
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NAME: NAME:
XXXXXXX XXXXXX XXXX XXXX
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TITLE: TITLE:
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DATE: DATE:
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