INITIALS ______ _______
CONSULTING CONTRACT
THIS CONTRACT, made as of this 21st day of September, 1999, by and between R-TEC
TECHNOLOGIES, INC., a New Jersey corporation, 00 Xxxxxxx Xxxxx, X.X. Xxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000 ( the "Company"), and XXXXXXX XXXXX CAPITAL
CORP.("XXXXXXX XXXXX"), a Florida corporation, having offices at 0000 Xxxxxxxxx
Xxxxxxxxx, Xxxxx 000 Xxxx, Xxxx Xxxxx, Xxxxxxx 00000.
WHEREAS, the Company desires to secure the services of XXXXXXX XXXXX as a
consultant and XXXXXXX XXXXX desires to provide such services to the Company;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties hereto agree as follows:
1. Engagement of Consultant. The Company hereby engages XXXXXXX
XXXXX to perform, and XXXXXXX XXXXX hereby agrees that it will render the
financial consulting, business consulting, investor relations and strategic
planning services described in paragraph 3 below during the Term of this
Contract. If the Company should merge into, be acquired by another corporation,
or transfer its business to another corporate entity, this contract shall be
assumed by such successor corporation and the term "the Company" when used
herein includes any such successor corporation, and its successors.
2. Term of Contract. The Term of this Contract shall be effective as
of September 21, 1999, and shall continue, unless sooner terminated by the
Company or XXXXXXX XXXXX in accordance with Paragraph 10 hereof, until September
20, 2000. This contract will renew at the end of September 20, 2000 for an
additional twelve-(12) month period automatically unless a written termination
notice is sent to XXXXXXX XXXXX within thirty (30) days of the end of the
initial contract term.
3. Services of Consultant. During the Term of this Contract,
XXXXXXX XXXXX will provide the following services pursuant to directions
received from the Board of Directors of the Company:
(a). XXXXXXX XXXXX will assist the Company management in
developing strategic business goals and specific strategies to achieve those
goals.
(b). XXXXXXX XXXXX will assist the Company's senior management
in developing a corporate financing plan to satisfy the capital requirements
contemplated in the business plan.
(c). XXXXXXX XXXXX will act as liaison between the Company and
the financial community, in particular, XXXXXXX XXXXX will assist the Company
with investment bankers, broker/dealers, other intermediaries, fund managers,
venture capitalists, institutional lenders and other potential funding sources.
(d). In connection with any financing transaction, XXXXXXX XXXXX
will assist senior Company management in coordinating the activities of the
Company personnel and professionals engaged by the Company related to the
financing, as well as in the selection of professionals if requested.
(e). XXXXXXX XXXXX will advise and assist the Company, as
requested by its Board of Directors, in maintaining satisfactory relations with
its investors, and promoting the good name and business of the Company with
investor groups and members of the financial community.
(f). XXXXXXX XXXXX will consult with Company senior management
on business issues related to actions required to meet interim objectives and
to properly position the Company to successfully pursue its business plan.
4. Compensation for Services.
(a). In consideration of the services to be rendered and
performed by XXXXXXX XXXXX during the term of this Contract, the Company will
pay XXXXXXX XXXXX a fee of $5,000 per month during the first Twelve (12) months
of the Term. XXXXXXX XXXXX agrees to begin its monthly fee until such time as
the Company has raised a minimum of $2,000,000 in the S-1 Registration
Statement.
(b). XXXXXXX XXXXX shall also be reimbursed for all
out-of-pocket expenses incurred in the performance of its duties, including but
not limited to, attorney's and other professional fees and expenses, travel,
meals, lodging, long distance telephone, photocopies, printing, couriers,
facsimiles, and other expenses incurred by XXXXXXX XXXXX and by any professional
from time to time in connection with any of the aforementioned activities, upon
approval of the Company. The Company agrees to pay such fees and expenses and
to reimburse XXXXXXX XXXXX within 10 days upon presentation of monthly invoice.
XXXXXXX XXXXX agrees that no single expense item from time to time sought to be
reimbursed shall exceed $500, without the prior approval or request of the
Company and collectively not to exceed $1,500 per month, and not to be paid
until after the closing of $2,000,000 in the S-1 Registration Statement, upon
the approval of the Company.
5. Best Efforts Commitment. XXXXXXX XXXXX will use its best efforts
to perform these services for the Company consistent with and specifically
recognizing XXXXXXX XXXXX commitments and obligation to other businesses for
which it performs services.
6. Confidentiality of Information. XXXXXXX XXXXX agrees that neither
it nor its employees or agents will, during the Term of this Contract, or at any
time thereafter, disclose or divulge or use, directly or indirectly, for its own
benefit, any confidential information, data, trade secrets, etc. in relation to
the business of the Company learned in connection with its work for the Company.
The provisions of this paragraph shall survive the termination of the Contract,
and shall continue until such information; data, trade secrets, etc. become
public knowledge through no fault of XXXXXXX XXXXX or any of its employees or
agents.
7. Reliance of Information Furnished; Indemnification by the
Company. As a consultant for the Company, XXXXXXX XXXXX must at all times rely
upon the information supplied to XXXXXXX XXXXX by the Company's authorized
officers, directors, agents and employees as to accuracy and completeness.
Therefore, the Company agrees to indemnify, hold harmless and defend XXXXXXX
XXXXX, its directors, officers, employees and agents from and against any and
all claims, actions, proceeds, losses, liabilities, costs and expenses
(including, without limitation, reasonable attorney's fees) incurred by any of
them in connection with or as a result of any material inaccuracy,
incompleteness or omission of information given to XXXXXXX XXXXX by such officer
and/or director of the Company.
8. Indemnification. If, in connection with the services or matters
that are the subject of this Agreement, XXXXXXX XXXXX becomes involved in any
capacity in any action or legal proceeding, due to the actions, information,
position, assertions, and/or affirmations put forth by XXXXXXX XXXXX at the
direction of, or in reliance upon material or information furnished by the
Company, the Company agrees to reimburse XXXXXXX XXXXX, as the case may be, for
the reasonable legal fees, disbursements of counsel, and other expenses
(including the costs of investigation and preparation) incurred. The Company
also agrees to hold harmless XXXXXXX XXXXX against any losses, claims, damages
or liabilities, joint services or matters which are the subject of this
Agreement; provided, however, that the Company shall not be liable in respect of
any loss, claim, damage or liability to the extent, and only to the extent, that
such loss, claim, damage, or liability resulted from the gross negligence or
willful misconduct of XXXXXXX XXXXX or no material act or omission of the
Company. The provisions of this paragraph shall survive the expiration of the
period of this Agreement, including any extensions thereof set forth herein.
9. Termination. STENTON LEIGH's services may be terminated at any
time upon written notice. If STENTON LEIGH's services are terminated, XXXXXXX
XXXXX will be entitled to receive and retain the portion of any compensation
payable pursuant to Paragraph 4 and 5 above, including any accrued but unpaid
fees, to the end of such required payment term.
The termination of this Agreement shall be without liability or continuing
obligation to the Company or to XXXXXXX XXXXX, except as provided in this
Agreement including specifically any indemnity and related expense reimbursement
provisions contained herein which shall remain operative and in full force and
effect regardless of any termination.
10. Non-Circumvention. The Company agrees not to contact persons or
entities introduced by XXXXXXX XXXXX or persons or entities resulting directly
from introductions made from XXXXXXX XXXXX without the prior consent of XXXXXXX
XXXXX and that contact with any such parties would result in the compensation to
XXXXXXX XXXXX contemplated herein. The spirit of mutual trust and confidence
shall be the underlying principle of this undertaking and the parties agree to
adhere thereto.
11. Illegality/Unenforceability. In the event that any provision of
this Letter of Agreement is declared illegal or unenforceable in any respect
under applicable law, rule, or court decision, or self regulatory ruling, (i)
the validity, legality, and enforceability of the remaining provisions hereof
shall not in any way be affected or impaired, and (ii) this Letter of Agreement
shall be construed so as to effectuate as nearly as possible the intent of said
provision and the intent of the parties.
12. Notices. All notices, requests, payments or other communication
hereunder shall be in writing and shall be deemed to have been given when
delivered personally or three days after being sent by registered or certified
mail, postage prepaid or facsimile with confirmation, to the following address
or addresses or such other address as the parties may designate in writing in
accordance with this paragraph:
If to the Company: R-TEC TECHNOLOGIES, INC.
00 Xxxxxxx Xxxxx, X.X. Xxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000
ATTN: Xxxx X. Xxxxx, Executive Vice President
If to XXXXXXX XXXXX. Xxxxxxx Xxxxx Capital Corp.
0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxx
Xxxx Xxxxx, XX 00000
ATTN: Xxxxxx X. Xxxxxxxxx, President
13. Disclosure. Any advice rendered by XXXXXXX XXXXX pursuant to
this Agreement may not be disclosed publicly in any manner without the prior
written approval of XXXXXXX XXXXX.
XXXXXXX XXXXX is not registered as a broker or dealer under The Securities Act
of 1934, and certain transactions contemplated herein may require the retention
of same to consummate such transactions.
14. Governing Laws and Jurisdiction. The Company hereof hereby
waives all pleas of lack of jurisdiction, improper venue and forum
non-conveniens as not being a resident of any County in Florida where suit is
instituted and hereby specifically authorizes any action brought in connection
with the enforcement of this Agreement to be instituted and prosecuted in either
the Circuit Court of Palm Beach County, in the State of Florida, at the election
of XXXXXXX XXXXX. This Agreement and all rights and obligations of the parties
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Florida and applicable United States federal law. Any signature on
a facsimile copy of this Agreement shall be binding and valid as if made on the
original copy of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this contract on the date
above written.
XXXXXXX XXXXX CAPITAL CORP. R-TEC TECHNOLOGIES, INC.,
By:_____________________________ By: ______________________________
Xxxxxx X. Xxxxxxxxx, as President Xxxxxx X. Xxxxxx, President and CEO
