Multi-Tech International, Corp.
BUSINESS CONSULTANT AGREEMENT
This agreement dated June 10, 2003, is made By and Between: Multi-Tech
International, Corp., herein referred to as "Company" and Red Room LLC a New
Jersey LLC with offices located at 00 Xxxxxxxx Xxxxxx, Xxxxxxxxxx Xxx Xxxxxx
00000, herein referred to as "Consultant".
W I T N E S S E T H :
1. Consultation Services:
The Company hereby employs the consultant to perform the following services
in accordance with the terms and conditions set forth in this agreement: The
consultant will consult with the officers, employees and consultants of the
Company concerning matters relating to the management and organization of
the company, including but not limited to serve as consultant on short and
long term trade and economic development initiatives; recommend, design and
implement strategies for team development, market research, budgeting,
marketing materials, primary market development, due diligence,
territory/corporate licensing, product, and service marketing/sales
programs, and public relations programs, service provided by the Consultant,
which include recommendations for resolving disputes and to generally
consult any matter arising out of the business affairs of the Company, which
are accepted and agreed to by the Consultant. The Consultant will issue
timely and clearly written reports for each service provided.
2. Terms of Agreement:
This agreement will begin June 12, 2003and will end June 11, 2004. Either
party may cancel this agreement on seven (7) days notice to the other party
in writing. Shares issued to consultant up to termination shall be
considered payment in full for the contract. All remaining aggregate
unissued shares will be retained by the Company.
3. Time Devoted by Consultant:
Consultant will spend sufficient time to fulfill its obligations under this
agreement. The particular amount of time may vary from day to day or week to
week.
4. Payment to Consultant:
For the services rendered by the Consultant as set forth herein the
Consultant will be paid an aggregate of 2,000,000 shares of the Company's
common stock as follows: 500,000 within seven days of the execution of this
Agreement and 125,000 shares on each one month anniversary of this agreement
during the 12 months that this Agreement is in effect. All of such shares
shall be registered on a Form S-8.
5. Independent Contractor:
Both the Company and the Consultant agree that the consultant will act as an
independent contractor in the performance of its duties under this contract.
Accordingly, the consultant shall be responsible for payment of all taxes
including Federal, State and local taxes arising out of the consultant's
activities in accordance with this contract, including by way of illustration
but not limitation, Federal and State income tax, Social Security tax,
Unemployment Insurance taxes, and any other taxes or business license fee as
required.
6. Confidential Information:
The Consultant agrees that any information received by the consultant during
any furtherance of the Consultant's obligations in accordance with this
contract, which concerns the personal, financial or other affairs of the
company will be treated by the Consultant in full confidence and will not be
revealed to any other persons, firms or organizations.
7. Representation.
The Consultant represents that he is familiar with securities laws (both
federal and state) and is receiving the shares of common stock set forth
herein for the services rendered pursuant to the terms of this agreement.
The services to be performed by the consultant do not include any form of
capital raising activities. The Consultant is a sophisticated investor and
is aware of the risks involved in accepting shares of common stock in lieu
of cash compensation. The Consultant is an accredited investor as defined
under Regulation D.
8. Signatures:
Both the company and the consultant agree to the above contract:
Accepted by: Accepted by:
/s/ Xxxx Xxxxxxx III /s/Xx. Xxxxx Xxxxxxxx
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Xx. Xxxx Xxxxxxx III Xx. Xxxxx Xxxxxxxx
Chairman / President Authorized Signatory
Multi-Tech International, Corp. Red Room LLC
Dated: 6/13/03 Dated: 6/12/03
