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EXHIBIT 10.25
TECHNICAL SKILLS CONSULTING AGREEMENT
This agreement between LANCER ORTHODONTICS, Inc. a California corporation
("LANCER"), and XXXXXXXXX XXXXXXX a non-resident alien, independent contractor
and a citizen of the Republic of Mexico ("PROVIDER"), is entered into this 1st
day of January, 1999 as follows:
WHEREAS: PROVIDER possesses certain skills pertaining to managing materials,
production, maintenance and/or people in the Republic of Mexico ("the technical
skills"); and,
WHEREAS: PROVIDER desires to make the technical skills exclusively available to
LANCER; and,
WHEREAS: LANCER desires to utilize the technical skills to assure that the
operations of LANCER are productive and efficient and to assure that the
start-up of new customers and maintenance of existing customers of LANCER is run
professionally.
NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES HERETO:
LANCER hereby retains the technical skills of PROVIDER in Mexico.
LANCER shall pay PROVIDER the fixed equivalent amount, unless otherwise agreed,
of $860,000 U.S., net per week on a month to month basis, prorated for partial
months, from the date hereof until -this arrangement is terminated by either
party.
LANCER shall provide PROVIDER with office space, use of telephone and other
office equipment, secretarial services and basic administrative services
together with reimbursement of approved out of pocket business expenses for work
performed in Mexico. It is understood that PROVIDER may be asked, from time to
time, to cross the border into the United States for limited periods of time at
the convenience of LANCER. None of the payments for services to PROVIDER
hereunder are to be construed as being paid for such time.
LANCER shall supply PROVIDER with business cards as a matter of convenience.
PROVIDER warrants that PROVIDER not an employee of LANCER and therefore is not
entitled to any U.S. government mandated employee, benefits or employer taxes
for same or benefits provided by LANCER to its employees and that PROVIDER is
entering into this contract as an individual in a dedicated consulting capacity.
PROVIDER further agrees that PROVIDER is responsible for any taxes of any form
by any governmental or quasi-governmental agency levied against any remuneration
received or receivable by PROVIDER under this agreement.
PROVIDER agrees to provide the technical skills to LANCER exclusively and
further agrees not to willfully perform any act which would jeopardize LANCER's
business, its relationships with customers and vendors, of its reputation.
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PROVIDER agrees that PROVIDER will submit all business opportunities to LANCER
who will have the right of first refusal to act on the opportunity.
PROVIDER agrees that PROVIDER has no right, nor will PROVIDER portray the right
or attempt to enter into any contract on behalf of LANCER or to bind LANCER
without the express written consent of LANCER.
LANCER and PROVIDER admit that they each possess proprietary information not in
the possession of third parties and which, if disclosed to third parties, would
be detrimental to their respective abilities to do business in the normal
course. Each promises to consider each other's information as of vital
importance and that the information, if used by one against the other to gain an
unfair competitive edge or cause the other to lose business to a third party or
parties not a party to this agreement, could cause substantial monetary and
other damages to the other party. Each agrees to not use such information to the
detriment of the other.
Agreed and effective this 1st day of January, 1999
LANCER ORTHODONTICS, INC. XXXXXXXXX XXXXXXX
/s/ XXXX XXXXXX 1/29/99 /s/ XXXXXXXXX XXXXXXX 1/29/99
----------------------------------- ------------------------------------
President PROVIDER
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Wages paid for week ending:
10:01 $
$ Pesos $/Peso Total Retro Pay Difference
---- ----- ------ ---------- ------------ ----------
09-Jan-99 $378 2163 216.3 $ 594.30 $ 1,076.92 $ 482.62
16-Jan-99 $378 2163 216.3 $ 594.30 $ 1,076.92 $ 482.62
22-Jan-99 $378 2163 216.3 $ 594.30 $ 1,076.92 $ 482.62
30-Jan-99 $378 2163 216.3 $ 594.30 $ 1,076.92 $ 482.62
Amount due through week ending 1/30 $ 1,930.49
==========
Check to be paid to Xx. Xxxxxx weekly by Lancer beginning Week of February 1st $ 860.62
under Technical Skills Consulting Agreement dated 1/1/99 ==========
Annual compensation $ 56,000.00
Weekly compensation $ 1,076.92
Pesos paid in Mexico $ 216.30
-------------
Balance to be paid in $ 860.62
=============
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Lancer Mexicali B.C. January 29, 1999
New Proposal
Employee Name Position Current Salary Salary Percentage
------------- -------- -------------- ------------ ----------
Xxxxxx Xxxxxxx A. Document Control/ $ 130.00 $ 175.00 30.%
Safety Assistant
Employee Current New Proposal Salary Total Salary
Name Position Salary Salary in dlls. in Pesos in pesos
-------- -------- ------- --------------- -------- ------------
Xxxxxx Xxxxx Document $ 250.00 $30.00 dlls $100.00 $400.00
Control/Safety
Dept. Head
NOTES:
When Xxxxxx Xxxxx was hired on March 1998 we talked about 30.00 dollars
daily that was 250.00 because the peso currently was 8.20, so when the peso
falls her salary falls down to 25.00 dollars daily.
Now we propose 30.00 dollars plus 100.00 pesos a total of 400.00 pesos
daily.
/s/ Xxxx Xxxx /s/ Xxxxxxxxx Xxxxxxx 1/29/99 /s/ Xxxx Xxxxxx 1/29/99
---------------- ------------------------------ -----------------------
Xxxx Xxxx Xxxxxxxxx Xxxxxxx Xxxx Xxxxxx
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LANCER
ORTHODONTICS
MAXIMUM 523
AVERAGE 309
MINIMUM 178
MANAGERS
PREVIOUS
SALARY LAST INCREASE PERFORMANCE
SENIORITY AMOUNT DATE INCREASE PERCENTAGE
--------- -------- ------------- ----------- ----------
POSITION EMPLOYEE NAME 11 MONTHS 450 12 OCT 98 523 16%
-------- -------------
GERENTE RECURSOS HUMANOS XXXXXXXXX XXXXXXXXX 2 YEARS 7 MONTHS 269 12-Oct-98 309 15%
GERENTE PRODUCCION XXXXXXXXX XXXXXXX 3 YEARS 5 MONTHS 400 12-Oct-98 465 16%
XXXXXXX XX XXXXXXX XX XXXXXXX XXXXXXXXX XXXXXX 0 YEAR 156 12-Oct-98 178 14%
GERENTE INGENIERIA DE PLANTA XXXXX XXXXXX
EMPLOYEE NAME CURRENT MONTHLY WAGE'S
------------- ----------------------
XXXXXXXXX XXXXXXXXX 15,899.20
XXXXXXXXX XXXXXXX 9,393.60
XXXXXXXXX XXXXXX 14,136.00
XXXXX XXXXXX 5,411.20
TOTAL MONTHLY AMOUNT (PESOS) 44,840.00
TOTAL MONTHLY AMOUNT (DLLS) 4,484.00
