EXHIBIT 10.3
CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is entered into this 15th day of May
2002 by and between Power Technology, Inc. (OTCBB: BOCX) a Nevada corporation
("The Company") and Intercontinental Capital Corp. (ICC or "Consultant") a
Georgia Corporation.
Recitals
D. Consultant, through the expenditure of considerable money, time and
effort, has created and developed, and is continuing to improve an
efficient system for providing financial services (The "Services") to
private and public companies.
E. The Company desires to obtain the assistance of Consultant, and
Consultant is willing to provide such assistance, with respect to the
Services.
Now, therefore, in consideration of the mutual convenants and promises contained
herein, the sufficiency of which is hereby acknowledged by each of the parties,
The Company and Consultant hereby agrees as follows:
e
F. e Million Five Hundred Thousand Dollars .
G. TERM: This Agreement shall be initially for a period of ------ 60 days.
Any additional closings / advances or transactions involving equity /
debt / strategic partnerships made between the parties introduced
through this agreement for a period of Two (2) year's from this date
shall provide for the same terms and conditions regarding compensation
as identified in section 4 of this agreement. At the conclusion of 3
year's from the signing of this agreement no additional payments will
be made to the Consultant unless a new agreement is entered into.
H. SERVICES OF THE CONSULTANT: (a) Consultant agrees that during the term
of this agreement, unless this agreement is sooner terminated pursuant
to its terms, consultant shall perform the Services, including more
specifically those services described in Exhibit (A) attached hereto
and incorporated herein by reference (collectively "The Services"). The
parties agree that the general terms and conditions of this agreement,
which will be controlling, will govern the work performed by
Consultant. (b) The services performed by Consultant may be performed
at days and times and in the order and sequence as consultant deems
desirable.
"Consultant is not a registered broker dealer or associated person of such, and
is not purporting to act in any capacity requiring registration as a broker
dealer or associated person."
2
I. 2,500.00. The cash portion will be paid from the Investors escrow
and/or upon invoicing or a 10% compounded per month penalty will
accrue.
*Once the common stock has been registered, or, after the one year period
applicable under Rule 144, whichever occurs first, the Company at its sole cost
and expense have its attorney issue an opinion letter for removal of the legend
and release all stock transfer instructions on the common stock, except as maybe
required under Rule 144. In the event the Company fails to have its attorney
issue the required opinion letter within 20 days of a written request from ICC
or its nominee, the Company shall be liable for liquidated damages in the amount
of 10% interest per 30 days on the value of the shares based on the closing bid
price of the Company's common stock on the 20th business day following the date
it receives written notice from ICC or its nominee. The damages shall accrue
until the transfer agent receives the opinion letter.
J. EXPENSES: Consultant shall be responsible for any and al of its
expenses incurred in connection with a performance of the services.
K. ARBITRATION: The party shall resolve any disputes arisin hereunder
before a panel of one arbitrator selected to pursuant to and run in
accordance with the rules of the American Arbitration Association. The
arbitration shall be held in Atlanta. Each party shall bear their own
attorneys fees and cost of such arbitration. Disputes under this
agreement as well as all of the terms and conditions of this Agreement
shall be governed in accordance with and by the laws of the State of
Georgia (without regard to its conflicts of law principles). The
successful party in the arbitration proceedings shall be entitled to an
award of reasonable attorney's fees and costs from the Arbitrator.
L. OBLIGATIONS OF THE COMPANY: The Company hereby agrees to cooperate with
the Consultant and to provide Consultant with access to all information
reasonably requested by Consultant related to the services.
M. REPRESENTATIONS AND WARRANTEES OF THE CONSULTANT: Consultant hereby
represents and warrants as of the date hereof each of the following:
Consultant has the requisite power and authority to enter into this
agreement and to carry out its obligations hereunder. The execution and
delivery of this agreement by Consultant and the consummation by
Constant of the transactions contemplated hereby have been duly
authorized by Consultant, and no other action on the part of the
Consultant is necessary to authorize this agreement and such
transaction.
N. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: Company hereby
represents and warrants as of the date hereof each of the following:
The Company has the requisite corporate power and authority to enter
into the agreement and to carry out is obligations hereunder. The
execution and delivery of this agreement by the Company and the
consummation by Company of the transactions contemplated hereby have
been duly authorized by the Company, and no other corporate proceedings
on the party of the Company are necessary to authorize this agreement
and such transaction.
O. NOTICES: Any notice of communication to be given under --------- the
terms of this agreement shall be in writing and delivered in person or
deposit it in person or deposit it certified or registered, in the
United States mail, postage prepaid, addressed as follows:
If to Consultant: Intercontinental Capital Corp.
Xxxxxx Xxxxxxxxx, President
0000 Xxxxxxx Xx. #000
Xxxxxxx, Xx. 00000 770-551-9570 fx; 551-9503
If to the Company: Power Technology, Inc.
Xx. Xxxxx
0000 Xxxx Xxxxxxx Xx.
Xxx Xxxxx , Xxxxxx 00000 702-382-3385
P. ENTIRE AGREEMENT: This agreement constitutes and embodie the full and
complete understanding and agreement of the Parties hereto with respect
to the subject matter hereof and supersedes all prior understandings
whether oral or in writing and may not be modified except by writings
signed by the Parties hereto.
IN WITNESS WHEREOF, this Consulting Agreement has been executed as of the day
and year first written below.
gy, Inc.
By: date:
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Consultant: Intercontinental Capital Corp.
By: date:
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Xxxxxx Xxxxxxxxx, President
PUBLIC NOTICES: Any public notice, press release or any type of dissemination of
information regarding the closing of any transaction covered by this agreement
shall include a statement to the effect that "Intercontinental Capital Corp." is
a consultant to the company and are advising the company on business matters.
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T
C
EXHIBIT A
I. The Consultants services shall include but not be limited to the
following;
d. Consultant shall act generally as an advisor to the Company
with respect to the terms of the consulting agreement referred
to.
e. As the Company shall request for direct, Consultant shal
assist in establishing and advising the Company with respect
to meetings relative to the agreement.
II. The Parties recognize that certain responsibilities and obligations are
implied. Accordingly Consultant agrees to the following limitations on
services:
4. Consultant shall NOT release any financial or other
information or data about the Company without the consent and
approval of the Company.
5. Consultant shall NOT negotiate terms and conditions relative
to this agreement hereto and any other transaction.
IV. It is understood that this agreement is reciprocal between the
signatories concerning their privileged information and contracts,
including but not limited to the convenants, terms and conditions
contain therein.
IV. The signatories of this document agree that no effort shall be made to
circumvent this agreement for the agreed terms thereof and in an effort
to gain fees, commissions, remuneration's or considerations to the
benefit of one or more of the signatories of this document, while
excluding equal or agreed benefit to any other signatories of this
document.
