CONSULTING AGREEMENT
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This Consulting Agreement dated August 15, 2002 by and between Lewco Inc, a
Florida Corporation or its assigns hereinafter called CONSULTANT located at 0000
XX 0xx Xxxxx Xxxxxxxxx Xxxxx Xx, 00000 and Communitronics of America, Inc, a
Utah Corporation hereinafter called ("Employer or Corporation") located at 00000
Xxxxxxx 00 Xxxxx XX Xxxxxx Xx 00000 for ten dollars and other good and valuable
consideration it is Agreed as follows:
1. Consulting. CONSULTANT shall be retained by EMPLOYER to become a Corporate
Consultant and Advisor to EMPLOYER.
2. Services. The services to be performed by CONSULTANT for and on behalf
of EMPLOYER hereunder shall include:
(i) Make itself available for corporate consulting including but
not limited to aiding and assisting EMPLOYER in locating and
structuring business combinations, partners and or candidates
and agreements reflecting the intent of the parties and
otherwise consummating such transactions on terms favorable to
EMPLOYER and its public stockholders,
(ii) Rendering business, marketing, management and administrative
advise to EMPLOYER concerning the Parameters attendant upon
reducing general and administrative expenses, increasing
revenue and income and otherwise increasing EMPLOYER'S overall
financial performance;
(iii) Make itself available for personal consultation with the
officers, directors of EMPLOYER at the offices of EMPLOYER or
at such other mutually agreed upon place during the normal
business hours for reasonable periods subject to reasonable
advance notice and mutually convenient scheduling.
(iv) Make itself available for consultation by telephone with
principle financial, sales and/or operating officers of
EMPLOYER during normal business hours; and
(v) Perform such other lawful consulting and advisory services
relating to such aspects of EMPLOYER its management, operation
and development as the principle executive, financial sales
and/or operating officer(s) of EMPLOYER may reasonably
request consistent with the provisions of the Agreement
(hereinafter collectively referred to as the "Services"); and
(vi) Such other duties as requested from time to time by the
executive officers of EMPLOYER.
3. Compensation.
3.1 COMPENSATION OF CONSULTANT: The CORPORATION shall pay CONSULTANT, and
CONSULTANT shall accept from CORPORATION, as payment for all of the CONSULTANTS
services under this Agreement, as follows:
One Hundred Fifty Thousand Dollars ($150,000) for the first year of consulting;
and
One Hundred Seventy Five Thousand Dollars ($175,000) for the second year of
consulting; and
Two Hundred Thousand Dollars ($200,000) for the Third year of consulting; and
A Fifty thousand-Dollar ($50,000) increase per year for years four through
six.
Compensation payments of salary will be paid at discretion of the Board of
Directors, with a minimum of $2000.00 paid weekly as moneys are available.
Compensation of more than minimum will also require consultant's approval. If
compensation payments are not paid within 5 days of due date, the consultant
shall have the right to take the compensation due at his full discretion in any
form herein listed. Also as a part of this agreement consultant shall share in
health care for consultant and family.
3.2 PROFIT SHARING: In the event the Employer institutes a pension, profit
sharing or Employee Stock Option plan, CONSULTANT shall be eligible therefore.
3.3 STOCK OPTIONS: CONSULTANT shall be eligible for any incentive stock option
or non-qualified option. CONSULTANT shall receive 1,000,000 shares of the
common stock of the CORPORATION upon the signing of this agreement. Upon
signing of this agreement 350,000 shares and 350,000 fully exercised options
per year employed as an incentive to his consulting. The CONSULTANT option price
of one dollar per share may be exercised at any time at the stated option price
but the option may not be exercised more than ten (10) years after the date of
its grant. All options in this agreement shall be fully vested when issued and
said CORPORATION will herein loan moneys to EXECUTIVE to exercise said
options at no interest. This agreement shall also be available to CONSULTANT
for any spin-off corporate entities at option of the CONSULTANT. In the case
of a merger or take over of CORPORATION or a change of control all options herein
shall immediately become fully vested and paid. Upon the signing of any letter
of intent or any vote of the rights of the common stock holders, all options herein
shall carry one common share vote per option. All of the options remaining either
exercised or remaining under contract for the total of the six-year period shall
have said voting right.
3.4 DEFERRED COMPENSATION: At the written consent of CONSULTANT, Deferred
Compensation shall be as follows:
a. Deferred Compensation may be exchanged at the rate specified in
Section 3.3 or 3.5 of this Agreement for additional stock or stock
options; or
b. Deferred Compensation as specified in sections 3.1, 3.2, 3.3 or 3.5
may be exchanged at the rate of 250% of face value of this Agreement
to pay existing option contracts.
3.5 FUNDING: CONSULTANT shall receive 12.5% of all funding, mergers or acquisitions
closed or brought into CORPORATION through the efforts of CONSULTANT or any of
the Investors, Consultants, Employees brought to Company through or by CONSULTANT.
The CONSULTANT shall have the right to exchange this commission at a rate of
2 1/2 to 1 for options at the rate specified in section 3.3. CONSULTANT shall have
piggyback registration rights of 50% of all of the shares and options available
to CONSULTANT at the time of any public offering or registration by said Corporation.
Consultant shall also have available an S-8 registration of the shares and options
in this contract.
4. Devotion of time. CONSULTANT shall devote such percentage of CONSULTANT
total time and skill to the performance of the Services as, in CONSULTANTS sole
discretion, shall be necessary to accomplish the same. In this regard, it is
hereby specifically agreed that CONSULTANT shall not be required to devote any
specified minimum number of hours per week of Services to EMPLOYER in exchange
for the compensation indicated. (a) It is understood that the majority of worked
performed by CONSULTANT will appear to be accomplished during the first several
months of this Agreement. However, the amount of time and effort CONSULTANT shall
put into this project in the beginning, will be greater than the compensation
received. Furthermore, the process is a continual building methodology that will
proceed to increase the investment community awareness of EMPLOYER.
5. Term. This agreement shall become effective upon the signing of this
agreement. This Agreement shall be for a period of thirty six months from the
date this Agreement is executed and all options and compensation shall be fully
earned and fully vested at the time of signing of this agreement. This Agreement
shall automatically be extended at the end of its term for an additional three-year
period unless either party gives written notice of intent not to extend the
Agreement 60 days prior to the termination date. In the case of a buy out, a merger
in which EMPLOYER is not the surviving corporation or a forward stock split this
contract shall be adjusted accordingly and all six years shall considered earned
and immediately payable.
6. Confidential Data. EMPLOYER shall furnish to CONSULTANT such information
necessary or appropriate for CONSULTANT to perform its services. The parties hereto
are aware that some of the information would or could be deemed material non-public
information.
(a) You will identify to CONSULTANT all information, which is
non-public.If such information is in writing you will
stamp or xxxx each page "Confidential" or "Non-Public
Information".
(b) You will promptly advise CONSULTANT in writing when any
such non-public information is made publicly available.
(c) Until such time, any written non-public information shall
be kept in a locked file drawer at CONSULTANT where
access is restricted to EMPLOYER or other public
principles of CONSULTANT.
(d) EMPLOYER to CONSULTANT or other principles of CONSULTANT
will give to any oral non-public information
(e) So long as any such information is non-public, CONSULTANT
or other principles are prohibited from discussing that
information with any other officer of CONSULTANT, any
customer of CONSULTANT, or any other third party except
council to CONSULTANT of persons or entities in
association with its furnishing of such advisory services
provided, however, that the disclosure of such material
non-public information is essential and the recipient of
such information is advised that it is presently deemed
material non-public information.
7. Joint Relationship. Nothing contained in this agreement shall be construed
to imply a joint venture or partnership or principle/agent relationship between
the parties hereto, and neither party by this Agreement shall have any right,
power or authority to act or create any obligation, expressed or implied, on
behalf of the other party other than as set forth herein.
Neither shall this Agreement be construed to create rights, expressed or
implied on behalf of or for the use of any parties besides the parties hereto
and they shall not be obliged separately or jointly to any third parties merely
by virtue of this Agreement.
Parties herein further agree that in the case of the separation of the
parties to this agreement or the prompt delivery of any or all of the paperwork
required to register said shares/options, delivery of said shares/options herein
listed that a twenty five percent penalty of the entire contract earned or not
will be added and all shares/options will immediately come due for all six years
on an S-8.
That this agreement is solely based on the dates set forth in the September
11, 2001 agreement by and between AR Fortune Inc. and Communitronics of America
Inc. said date of September 11, 2001 shall be used in all share and option dates
in this agreement as fully vested, issued or not.
8. Entire Agreement. This Agreement represents the entire Agreement
between the parties and is not subject to alteration, modification or change except
in writing signed by each of the parties. A waiver of any term of condition of this
Agreement shall be construed as a general waiver.
9. Notices. Any notices with respect to this Agreement shall be sent to
each of the parties at the address designated at the top of page one.
10. Choice of Law. The laws of the State of Florida shall govern this
Agreement.
11. Disputes. Any dispute that arises from this Agreement shall be settled
in a court of law or at the sole option of the CONSULTANT a member of the American
Board of Arbitration with the prevailing party compensated for all damages, which
include but are not limited to, court costs, attorneys fees and any market losses.
SIGNITURE PAGE
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first set forth.
Communitronics of America, Inc.
/s/ Xxxxx Xxxxxxxx
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By Xxxxx Xxxxxxxx
PRESIDENT/CEO
Lewco Inc
/s/ Xxxxxxx Xxxxx
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By Xxxxxxx Xxxxx
Vice President
