EXHIBIT 10I
CONSULTING AGREEMENT WITH XXXXXX X. XXXX
November 20, 1996
Mr. Xxxxxx Xxxx
Dragon Sight International Amusement (Macau) Company
Room 0000, Xxxxxxx Xxxxxx
3/F Shun Tak Centre
000 Xxxxxxxxx Xxxx, Xxxxxxx Xxxx Xxxx
RE: Engagement Letter and Fee Agreement
Dear Xxxxxx:
This letter sets forth the agreement (the "Agreement") between Xxxx Xxxxxxx'x XX
Inc. (the "Company" and you in your individual capacity ("you" or "your"),
concerning your services, consisting of (a) assisting the Company with its
shareholder communications and (b) identify, negotiate with, and assisting in
the purchase by the Company of business opportunities in Hong Kong, Macau and
China (hereafter being referred to as the "Services"), rendered to the Company
from June 30, 1995 through the date hereof, and continuing until either you or
the Company elects to terminate this engagement.
When countersigned in the space provided below, this letter shall serve as our
agreement, as follows:
1. The Services
In performance of the Services you shall act, when requested, as the
Company liaison and spokesman in identifying, evaluating, negotiating
and, subject to the Company's acceptance of the terms of such
acquisition, closing the purchase of business opportunities in Hong
Kong, Macau and China. Such services have, and in the future shall
include but not be limited to the timely response, by fax, telephone or
mail, to all inquiries related to the Company's existing operations in
Macau and China. Such response shall consist of written materials such
as copies of operating statements, information requested to evaluate
possible acquisitions, and teleconferencing as necessary.
With respect to providing the Services, you agree to make yourself
available for reasonable amounts of time and upon reasonable notice and
to devote reasonable and good faith attention to the Company's other
communications and administrative needs. Specific assignments, however,
will be mutually agreed upon and may incur additional fees to the
Company: to date no such specific assignments exist.
[NM\AGR:CHENFEE.AGR]-2
Mr. Xxxxxx Xxxx
November 20, 1996
2. Compensation for the Services
In compensation for the Services, the Company agrees to pay you a base
fee equal to One Thousand Dollars ($1,000) per month ("Compensation"),
due monthly in arrears, thirty (30) days following the effective date
of this Agreement, and payable no later than fifteen (15) days
following the close of each calendar month. Such Compensation shall
include the cost of your services and related expenses including
telecommunication costs, travel, and expenses. Interest on any overdue
balance owed to you by the Company may, at your election, accrue at
2.5% per month. At the Company's election, the Compensation may be paid
in cash or in shares of the Company's common stock (the "Fee Shares").
3. Other Transactions
You may, on your own accord and outside of the scope of the Services to
be provided under this Agreement, choose to investigate possible
corporate financing for the Company, or identify sources of project
financing for certain of the Company's lines of business (collectively,
a "Business Opportunity"). You shall also be entitled to receive from
the Company a "Transaction Fee" as a result of any financing effected
for the Company with a source introduced by you. To be a source covered
by this section, the financing must occur during the term of this
Agreement, or during the period of one (1) year after the expiration of
this Agreement. In the event this paragraph shall apply, a Transaction
Fee due shall be based upon the net proceeds received by the Company,
and shall be equal to five percent (5%) of the first One Million
Dollars ($1,000,000) of such net value, four percent (4%) of the second
One Million Dollars ($1,000,000), two percent (2%) of the next One
Million Dollars ($1,000,000) and one percent (1%) of all value above
Five Million Dollars ($5,000,000). Unless otherwise mutually agreed in
writing prior to the closing of any financing, the Transaction Fee
shall be paid in cash at the closing of the transaction.
4. Term
This Agreement shall be effective for a term of one (1) year
retroactive to the date the Services were first performed (the "Initial
Term"), which we mutually agreed to have been on or about July 1, 1995
(the "Effective Date"). However, either party may terminate upon thirty
(30) days prior written notice to the other. If thirty (30) days prior
to the expiration of the Initial Term neither party has terminated this
Agreement, it shall automatically renew on a month-to-month basis. In
the event of termination, all fees and charges owed by the Company to
you up until the effective date of termination (including any
un-reimbursed expenses) will be paid to you within ten (10) days of the
later of the effective termination date or the notice date. Interest on
any overdue balance owed to you by the Company shall accrue at 1.5% per
month.
5. Reports
At the Company's request, you agree to supply a report up to once a
quarter on general activities and action by you on behalf of the
Company.
[NM\AGR:CHENFEE.AGR]-2
Mr. Xxxxxx Xxxx
November 20, 1996
6. Materials
The Company agrees to furnish any supplies and materials which you may
need regarding the Company, its management, products, financial and
business status and plans.
7. Independent Contractor Status
You are acting as an independent contractor, and not as an employee or
partner of the Company. As such, neither party has the authority to
bind the other, nor make any unauthorized representations on the behalf
of the other.
8. Indemnification
The Company shall indemnify you and hold you harmless for any acts,
statements or decisions made by you in reliance upon information
supplied to you by the Company, or in accordance with instructions from
or acts, statements or decisions approved by the Company. This
indemnity and hold harmless obligation shall include expenses and fees
including attorneys' fees incurred by you in connection with the
defense of any act, suit or proceeding arising out of the foregoing.
9. Confidential Information
You will use your best efforts to maintain the confidential nature of
the proprietary or confidential information the Company entrusts to you
through strict control of its distribution and use. Further, you will
use your best efforts to guard against any loss to the Company through
your failure to maintain the confidential nature of such information.
"Proprietary" and "confidential information", for the purpose of this
Agreement shall mean any and all information supplied to you which is
not otherwise available to the public, including information which may
be considered "inside information" within the meaning of the U.S.
securities laws, rules and regulations. You acknowledge that your use
of "inside information" to purchase or sell securities of the Company,
or its affiliates, or to transmit such information to any other party
with a view to buy, sell or otherwise deal in the securities of the
Company or its affiliates is prohibited by law and would constitute a
breach of this Agreement and, notwithstanding the provisions of this
Agreement, will result in the immediate termination of the Agreement
without penalty to the Company.
10. Termination
At the expiration of the Initial Term this Agreement may be canceled by
either party for any reason on thirty (30) days' written notice. Upon
termination of this Agreement the Company is to pay for all authorized
work in process, at cost. You shall transfer, assign and make available
to the Company, or its representative, all property and materials in
your possession or control which belong to and were paid for by the
Company.
[NM\AGR:CHENFEE.AGR]-2
Mr. Xxxxxx Xxxx
November 20, 1996
11. Registration of Shares
As soon as practicable following the execution of this Agreement, the
Company will include the Fee Shares in a Form S-8 Registration
Statement to be filed with the Securities and Exchange Commission. In
the event the compensation hereunder contains Fee Shares, you, at your
sole discretion, may request that such shares be issued prior to
registration in reliance on exemptions from registration provided by
Section 4(2) of the Securities Act of 1933 (the "Act") and/or
Regulation S of the Act, and applicable state securities laws.
If the foregoing is agreeable, please indicate your approval by dating and
signing below and returning an original copy to me.
Sincerely,
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED THIS 10th day of December, 1996, retroactive to the Effective
Date.
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
[NM\AGR:CHENFEE.AGR]-2
