CONSULTING AGREEMENT
This Agreement is made as of the 3rd day of June, 2002 by
and between Precom Technology, Inc., ("the Company") a
corporation duly organized and existing under the laws of
Florida, and Merchants Capital Corporation ("the Consultant").
WHEREAS, the Company is an international financial and
business planning, asset protection, insurance management, and
merchant banking company with offices in the United States, the
Bahamas, and Hong Kong; and
WHEREAS, the Consultant provides consulting services in the
areas of contacting potential merger/acquisition candidates,
structuring and negotiating merger/acquisition agreements,
completing final due diligence and consummating transactions
(collectively, the "Consulting Services"); and
WHEREAS, the Company wishes to retain the services of the
Consultant on the following terms and conditions;
NOW, THEREFORE, the Company and the Consultant agree as
follows:
1. The Company hereby retains the services of the
Consultant for a period of 12 months commencing June 3, 2002. In
exchange for providing the Consulting Services to Company, the
Consultant shall receive 500,000 shares of Company's common stock
(the "Shares") to be registered on Form S-8, which shares shall
be valued initially at $0.21 per share, based on the bid price
for the shares on the date of this Agreement. The shares shall
be issued to Xxx X. Xxxxxxx, Trustee for the individuals actually
performing the consulting work on behalf of Merchants Capital
Corporation. Consultant shall not be responsible for and shall
not directly or indirectly promote or maintain a market for the
Shares. Moreover, Consultant agrees that the Shares are not and
will not be provided in connection with a capital raising
transaction for the Company.
2. The Consultant shall, employing his best efforts,
assist the Company by providing Consulting Services.
3. The Consultant shall be an independent contractor and
shall have no right or authority to assume or create any
obligations or responsibility, express or implied, on behalf of
or in the name of the Company, unless specifically authorized in
writing by the Company. No provision of this Agreement shall be
construed to preclude Consultant from pursuing other projects.
Likewise, the Company shall be free to engage the services of
other consultants who may compete directly with Consultant in
providing similar Consulting Services.
4. The Consultant (including any person or entity acting
for or on behalf of the Consultant) shall not be liable for any
mistakes of fact, errors of judgment, for losses sustained by the
Company or any subsidiary or for any acts or omissions of any
kind, unless caused by the negligence or intentional misconduct
of the Consultant or any person or entity acting for or on
behalf of the Consultant.
5. The Company agrees to indemnify and hold harmless the
Consultant against any loss, claim, damage or liability
whatsoever, (including reasonable attorneys' fees and expenses),
to which Consultant may become subject as a result of performing
any act (or omitting to perform any act) contemplated to be
performed by the Consultant pursuant to this Agreement unless
such loss, claim, damage or liability arose out of Consultant's
negligence, or intentional misconduct. The Company agrees to
reimburse Consultant for the reasonable costs of defense of any
action or investigation (including reasonable attorney's fees and
expenses); provided, however, that Consultant agrees to repay the
Company if it is ultimately determined that Consultant is not
entitled to such indemnity. In case any action, suit or
proceeding shall be brought or threatened, in writing, against
Consultant, it shall notify the Company within three (3) days
after the Consultant receives notice of such action, suit or
threat. The Company shall have the right to appoint the
Company's counsel to defend such action, suit or proceeding,
provided that Consultant consents to such representation by such
counsel, which consent shall not be unreasonably withheld. In
the event any counsel appointed by the Company shall not be
acceptable to Consultant, then the Company shall have the right
to appoint alternative counsel for Consultant reasonably
acceptable to Consultant, until such time as acceptable counsel
can be appointed. In any event, the Company shall, at its sole
cost and expense, be entitled to appoint counsel to appear and
participate as co-counsel in the defense thereof. Consultant, or
its co-counsel, shall promptly supply the Company's counsel with
copies of all documents, pleadings and notices which are filed,
served or submitted in any of the aforementioned. Consultant
shall not enter into any settlement without the prior written
consent of the Company, which consent shall not be unreasonably
withheld.
6. This Agreement shall be binding upon the Company and
the Consultant and their successors and assigns.
7. If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason
whatsoever, (i) the validity, legality and enforceability of the
remaining provisions of this Agreement (including, without
limitation, each portion of any section of this Agreement
containing any such provision held to be invalid, illegal or
unenforceable) shall not in any way be affected or impaired
thereby; and (ii) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, each portion of
any section of this Agreement containing any such provision held
to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held
invalid, illegal, or unenforceable.
8. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both
parties hereto. No waiver of any other provisions hereof
(whether or not similar) shall be binding unless executed in
writing by both parties hereto nor shall such waiver constitute a
continuing waiver.
9. This Agreement may be executed in one or more
counterparts, each of which shall
for all purposes be deemed to
be an original but all of which shall constitute one and the same
Agreement.
10. The Parties agree that should any dispute arise in the
administration of this Agreement, that the Agreement shall be
governed and construed by the laws of the State of Utah, without
regard to conflicts of laws of any other jurisdiction. The
Parties further agree that any action arising out of this
agreement shall be brought exclusively in the Second District
Court of Utah, Salt Lake Department.
11. This Agreement contains the entire agreement between
the parties with respect to the consulting services to be
provided to the Company by the Consultant and supersedes any and
all prior understandings, agreement or correspondence between the
parties.
IN WITNESS WHEREOF, the Company and the Consultant have
caused this Agreement to be signed by duly authorized
representatives as of the day and year first above written.
PRECOM TECHNOLOGY, INC. MERCHANTS CAPITAL
CORPORATION
BY:__/s/Xxxxxx Hipple___ BY:__/Xxx X. Summers__________
Xxxxxx Xxxxxx Xxx X. Xxxxxxx, Trustee
President
