Exhibit 10.4
Consulting Agreement with Xxx X. Xxxxx
CONSULTING AGREEMENT
AGREEMENT made and entered into a consulting agreement as of the 13th day
of October, 2000, by and between Xxx Xxxxx ("Consultant") and Return Assured
Incorporated, formerly Hertz Technology Group Inc., a Delaware corporation,
("RAI") for a Period commencing on the effective date of the merger and
terminating on the expiration of two (2) years from such date.
W I T N E S S E T H :
WHEREAS, RAI wishes to hire the Consultant to provide consultation and
advice to RAI in matters relating to the transition in the change of control
(the "Transition") resulting from the merger of Return Assured Incorporated,
formerly A Sure eCommerce, Inc., a Nevada corporation, with a wholly owned
subsidiary of RAI (the "Merger").
NOW, THEREFORE, in consideration of the foregoing, it is agreed as
follows:
FIRST: RAI retains the Consultant as a consultant to RAI, to provide
counsel and advice in connection with the Transition for a two-year period
commencing on the effective date of the Merger (the "Commencement Date").
SECOND: The Consultant shall render such advice and assistance as RAI may
reasonably request of him in connection with the Transition. It is understood by
the parties that such assistance will not involve more than 3 hours a week.
THIRD: In consideration of, and in full payment for, the services to be
rendered to RAI by the Consultant, RAI hereby agrees to pay the Consultant a
$125,000 a year payable in advance of each contract year i.e. $125,000 on the
Commencement Date and $125,000 on the first anniversary of the Commencement
Date. In the event of Consultant death or permanent disability, all amounts
due would be paid to the Consultant or the beneficiary of Consultant within 15
days of death or permanent disability.
FOURTH: RAI shall provide Consultant with two luxury automobiles and all
related expenses such as repair, maintenance, gas, insurance and parking. Except
as otherwise provided herein, the Consultant shall be entitled to participate,
to the extent he qualifies, in any bonus or other incentive compensation,
profit-sharing or retirement plans, life or health insurance plans or other
benefit plans maintained by the RAI, upon such terms and conditions as are made
available to executives of the RAI, generally. In particular, the Consultant and
his wife shall be entitled to disability insurance benefits and life insurance
in a minimum amount of $2,000,000 and $1,000,000 respectively payable to their
beneficiaries of choice and full medical insurance of their choice and never
less than the level now provided by RAI or at such higher level as RAI may
hereafter provide for other executives or employees of RAI.
FIFTH: RAI shall reimburse the Consultant for travel and other related
expenses incurred by the Consultant in connection with the performance of his
consulting duties hereunder in accordance with RAI's standard policy for
employees reimbursement of such expenses.
SIXTH: The Consultant shall have no power or authorization to assume or
create any liability on behalf of RAI or any affiliate of RAI, except Hergo
Ergonomic Support Systems, Inc. ("Hergo") and its subsidiaries in accordance
with Consultant's employment agreement with Hergo of even date herewith.
SEVENTH: In the event that RAI sells or disposes by merger, consolidation,
spin-off, or otherwise, all or part of the stock or assets of Hertz Computer
Corp. ("Computer"), Edutec Computer Education, Inc. ("Edutec") or XxxxxxXX.xxx,
Inc. ("Remote") during the term of this Agreement,
or for 2 years there after (if the introduction is made during the term of this
agreement) it will pay in the case of Computer or Edutec 15%, and in the case of
Remote 35%, of the consideration received from each such sale or disposition.
EIGHTH: RAI shall without any charges, make available to Consultant for
his exclusive use four furnished offices of his choice (excluding is current
office) and the private lavatory currently exclusively used by him plus 7,000
square feet of space, all with services such as currently provided (eg.,
electricity, AC, cleaning and use of conference-room) at 00 Xxxxxx Xxxxxx for
the balance of RAI's current lease of such premises.
NINTH: This Agreement shall be binding upon, and inure to the benefit of,
the parties hereto, their heirs, legal representatives, successors and assigns.
TENTH: This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the day and year first above written.
/s/ XXX XXXXX
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Xxx Xxxxx
Return Assured Incorporated
By: /s/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx
President
