EXHIBIT 10.19
ENGAGEMENT AGREEMENT
This agreement is made this 8th day of August 2005 by and between:
NEWPORT CAPITAL PARTNERS INC. ("NEWPORT")
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
and
TURBOWORX, INC. ("TURBOWORX")
0 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
WHEREAS:
1. Newport is engaged in the business of providing financial and
managerial advisory services to both public and private companies, and providing
the personal services of Rounsevelle X. Xxxxxx ("Xxxxxx") to serve as a director
of such companies, to provide his expertise in the field of corporate
governance, particularly in the areas of compliance with the requirements of
Xxxxxxxx-Xxxxx, SEC and NASD regulations, and functioning as the Chairman of the
Audit and Compensation Committees; and whereas
2. Turboworx seeks to avail itself of the services of Newport and the
personal services of Schaum;
NOW THEREFORE, the parties do mutually agree as follows:
ENGAGEMENT
1. Subject to the terms hereof, Turboworx hereby engages Newport to
provide the personal services of Schaum to serve as a Director of Turboworx, and
Chairman of its Audit and Compensation Committees.
2. The term of this engagement shall be for a period of one year
commencing on 15 August 2005, unless otherwise extended by shareholder election,
mutual agreement or terminated as provided below.
SERVICES
Schaum's services in his capacity as a director shall include, but
shall not be not limited to the following tasks:
1. Assist Turboworx in meeting all SEC and NASD requirements for the
public trading of its securities.
2. Assist Turboworx in debt and equity financing and subsequent private
placements and public offering of its securities.
3. Assist in the analysis and negotiation of merger and acquisition
opportunities.
4. Assist in the development and implementation of a strategy for
creating and expanding the public market for Turboworx's securities.
5. Assist in the establishment and maintenance of effective internal
financial management and control procedures, including compliance with all
Xxxxxxxx-Xxxxx, SEC and NASD requirements.
6. Perform other financial and administrative support services at the
request of the Turboworx board of directors.
Schaum shall perform the above services in a diligent and efficient
manner and will faithfully devote the time and effort necessary to perform the
subject services.
CONSIDERATION
In consideration for the personal services of Schaum to be rendered by
Newport as set forth above, Newport shall receive the following consideration:
1. A fee of $5,000 per month, payable monthly in advance, plus
2. 12,000 shares of Turboworx restricted common stock, to be vested at
the rate of 1,000 shares per month during the term of this agreement, and
3. A five-year warrant to purchase 10,000 shares of Turboworx common
stock on the same terms as the last warrant issued by Turboworx.
4. Fees for other services to be performed if and when requested by the
Turboworx board of directors will be negotiated on a case-by-case basis.
5. In addition, Turboworx shall be responsible for travel and
out-of-pocket expenses of Schaum, subject to PRIOR APPROVAL of Turboworx.
RELATIONSHIP OF THE PARTIES
The services to be performed by Newport hereunder are personal in
character and neither this agreement nor any rights or benefits arising
hereunder are assignable by Newport without the express written approval of
Turboworx. In performing its services Newport shall operate as an independent
contractor and shall not act or hold itself out as or be an agent of Turboworx
without further express written approval of the Turboworx board of directors.
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EXTENSION AND TERMINATION
The term of this agreement may be extended beyond its original one-year
period upon mutual agreement of the parties and/or the shareholders of Turboworx
at their annual meeting.
NOTICES
Any notice, direction or other instrument required or permitted to be
given under the provisions of this Agreement will be in writing and may be given
by delivery of the same or by mailing the same by prepaid, registered or
certified mail or by sending the same by telegram, telecommunication, fax or
other similar form of communication, in each case addressed as follows:
IF TO NEWPORT AT:
000 Xxxxxxxx Xxxxxx, #00
Xxxxxxx, XX 00000
Fax: 000-000-0000
IF TO TURBOWORX AT:
0 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx XX 00000
Fax: 000-000-0000
Any notice, direction or other instrument aforesaid, if delivered, will
be deemed to have been given and received on the day it was delivered, and if
mailed, will be deemed to have been given and received on the fifth business day
following the day of mailing except in the event of disruption of the postal
service in which event notice will be deemed to be received only when actually
received and, if sent by telegram, telex, telecommunication, fax, or other
similar form of communication, be deemed to have been given or received on the
day it was so sent.
Any party may at any time give to the other notice in writing of any
change of address of the party giving such notice and form of communication, be
deemed to have been given or received on the day it was so sent.
FURTHER ASSURANCE
Each party will at any time and from time to time, upon the request of
the other, execute and deliver such further documents and do such further acts
and things as such other party may reasonably request in order to evidence,
carry out and give full effect to the terms, conditions, intent and meaning of
this Agreement.
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INUREMENT
This Agreement inures to the benefit of and is binding on the parties
to this Agreement and their respective successors and permitted assigns.
LAW
This Agreement shall be governed by and construed in accordance with
the laws of the United States and the State of Connecticut.
IN WITNESS WHEREOF the parties have executed this Agreement by their
duly authorized signatories as of the day and year first above written.
NEWPORT CAPITAL PARTNERS, INC. ("Newport")
By:
--------------------------------------------
Rounsevelle X. Xxxxxx
Chairman and CEO
TURBOWORX, INC. ("Turboworx")
By:
--------------------------------------------
Xxxxx Xxxxx
Vice President
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