CONSULTING AGREEMENT
Exhibit
10.3
CONFIDENTIAL
THIS
CONSULTING AGREEMENT (the “Agreement”)
is
made and entered into as of the 2nd day of February, 2005, by and between
Dispatch Auto Parts, a Pink-Sheet Company (the “Company")
and
Lugion Associates, Ltd (the “Consultant”).
WHEREAS,
Consultant is in the business of providing management consulting and advisory
services; and
WHEREAS,
The Company deems it to be in its best interest to retain Consultant to provide
consulting services to and for it and Consultant desires to so provide such
services;
NOW,
WHEREFORE, in consideration of the mutual promises and covenants set forth
in
this Agreement, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1.
For a
period of 12 months, beginning on February, 2, 2005 (the "Consulting Period"),
Consultant shall serve as an independent consultant and advisor to the Company
on matters relating to the structure, management, and operation of the Company
and its subsidiaries; the identification and assistance with the location of
a
suitable merger candidate(s); the establishment of offices and operations in
foreign jurisdictions; the business dealings with foreign entities, particularly
with Chinese companies; the identification and negotiation of agreements with
prospective joint venture and strategic alliance partners, both foreign and
domestic; the preparation and implementation of new business plans and future
growth strategy; procedures, regulations, and execution of a public listed
company; the identification and securing of agreements with prospective
officers, directors, consultants, and employees.
2.
During
the Consulting period, the Company shall be entitled to Consultant's services
for reasonable times when and to the extent reasonably requested by, and subject
to the reasonable direction of, the Company's Chief Executive Officer and
President, ________. It is understood that the Consultant’s services are not
exclusive to the Company and Consultant shall be free to perform services for
other persons or entities. However, the Consultant will notify the Company
of
its performance of consulting services for any other person or entity that
could
conflict with its obligations under this Agreement. Upon receiving such notice,
the Company may terminate this Agreement or consent to the Consultant's outside
consulting activities; failure to terminate this Agreement, within seven (7)
days of receipt of written notice of conflict, shall constitute the Client's
ongoing consent to the Consultant's outside consulting services.
3.
Consultant's services shall be rendered from his office or home, or, at the
Company's request, from the Company's executive offices. Reasonable travel
and
living and other expenses necessarily incurred by Consultant to render services
at locations other than his office or home or from the Company's offices, shall
be reimbursed by the Company promptly upon receipt of proper invoices and
statements with regard to the nature and amount of those expenses.
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4.
Consultant shall have no authority to bind the Company by or obtain any
obligation, agreement, promise, or representation without first obtaining the
written approval of the Chief Executive Officer of the Company. Consultant
shall
not incur any liability on behalf of the Company or in any way represent or
bind
the Company in any manner or thing whatsoever and nothing herein shall be deemed
to constitute either party the agent or representative of the other. The Company
shall indemnify and hold Consultant harmless from and against any liability
resulting from the performance of the consulting services hereunder.
5.
In
consideration of Consultant's entering into this Agreement, The Company has
agreed to issue to Consultant on or before February 2, 2005:
$8,000
cash retainer per month, or 400,000 shares of the Company's Common Stock (the
"Shares")
6.
Consultant understands and agrees that he is an independent contractor rather
than an employee or agent of The Company. Nothing contained herein shall be
considered to create the relationship of employer-employee between the parties
to this Agreement. Consultant shall be responsible for withholding, paying
and
reporting any and all required federal, state or local income, employment and
other taxes and charges. Consultant understands and agrees that the Company
will
make no deduction from payments to Consultant for federal or state tax
withholdings, social security, unemployment, worker's compensation or disability
insurance.
7.
It is
acknowledged and agreed by the Company that Consultant is not rendering legal
advice or performing accounting services, nor acting as an investment advisor
or
broker-dealer within the meaning of applicable state and federal securities
laws. It is further acknowledged and agreed by the Company that that Consultant
cannot guarantee the results or effectiveness of any of the services rendered
or
to be rendered by Consultant hereunder. Rather, Consultant shall use its best
efforts to conduct its services and affairs in a professional manner and in
accordance with good industry.
8.
Consultant agrees that he will not, without the Company's prior consent,
disclose to anyone, any trade secrets of the Company or any confidential,
non-public information relating to the Company's business, operations or
prospects.
9.
It is
understood and agreed that the services of Consultant are unique and
confidential in nature and neither Consultant nor the Company shall delegate
or
assign all or any portion of his or its required performance to any other
individual, firm or entity, without the other's written consent.
10.
No
waiver, amendment or modification of any provision of this Agreement shall
be
effective unless in writing and signed by both parties. This Agreement shall
be
binding upon and inure to the benefit of the heirs, successors, permitted
assigns and legal representatives of the parties. This Agreement constitutes
the
entire agreement between the parties concerning the subject matter hereof and
supersedes all prior negotiations, discussions and other agreements with respect
to the subject matter hereof.
11.
This
Agreement shall be governed by and interpreted in accordance with the laws
of
the State of New York. This Agreement may be executed simultaneously in two
or
more counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument. Execution and
delivery of this Agreement by exchange of facsimile copies bearing the facsimile
signature of a party hereto shall constitute a valid and binding execution
and
delivery of this Agreement by such party. Such facsimile copies shall constitute
enforceable original documents. The undersigned signatories signing for The
Company have full authority to execute this Agreement on behalf of The Company
and thus to legally bind The Company to all of the terms hereof.
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IN
WITNESS WHEROF, this Agreement has been executed as of the 2nd day of February
2005.
| CONSULTANT: | COMPANY: | ||
| Lugion Associates, Ltd | Dispatch Auto Parts | ||
| /s/ | /s/ | ||
|
|
|
||
| Name |
Name Title President & CEO |
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