CONSULTING AGREEMENT
AGREEMENT made this 13th day of August 1996 by and between XXXXXX XXXXXXXX,
having an address at 0000 Xxxxxxxxx 000xx Xxxxxx, Xxxxx, Xxxxxxx 00000
(hereinafter referred to as "Consultant"), and IMSCO TECHNOLOGIES, INC., a
Delaware corporation, with offices at 00 Xxxxxxxx Xxxxx, Xxxxx Xxxxxxx,
Xxxxxxxxxxxxx 00000 (hereinafter referred to as the "Company").
WHEREAS, the Company desires to obtain the benefit of the services of
Consultant as a business advisor and consultant; and
WHEREAS, Consultant desires to render such services to the Company. NOW,
THEREFORE, in consideration of the mutual covenants and conditions herein
contained and the acts herein described it is agreed between the parties as
follows:
1. The Company hereby engages and retains Consultant and Consultant
hereby agrees to render services as a financial advisor and consultant to the
Company, as hereinafter defined, for a three year period effective as of
August 1, l996 and ending July 31, 1999 (the "Initial Period") provided,
however, that if during the three year Initial Period, Consultant becomes
Chairman of the Board of the Company, the term shall be extended to July 31,
2001. Additionally, the Board of Directors of the Company shall have the
discretion to renew this Agreement for an additional year on mutually agreeable
terms and conditions after the Initial Period.
2. The services to be rendered by Consultant shall consist of advice and
opinions to
the Company concerning business and financial problems in connection with the
operation and management of the Company, capital structuring and private and
public equity and debt financing, shareholder relations (including assistance in
the preparation of the Company's Annual Report), acquisitions, mergers, and
other similar business combinations. Consultant shall render such services as
are reasonably necessary to pursue the transactions contemplated herein,
provided, however, that Consultant shall have sole discretion as to the form,
manner and place in which said advice shall be given under this Agreement. At no
time shall Consultant be under any obligation whatsoever to render written
opinions or reports in connection with any advice he may give to the Company. An
oral opinion by Consultant to the Company shall be considered sufficient
compliance with the requirements of this paragraph. Consultant shall devote to
the Company only such time as he may deem necessary, and when reasonably
requested by the Company, and shall not be prevented or barred from rendering
services of any nature whatsoever for or on behalf of persons, firms or
corporations other than the Company, provided however that Consultant agrees not
to such a third party engagement during the Initial Term with any company or
entity that competes in the same line or lines of business as the Company or its
subsidiaries. Consultant shall not be an employee of the Company but shall be an
independent contractor to the extent permitted by applicable law.
3. The Company shall pay Consultant for the availability of its services
during the Initial Period of this Agreement the following:
(a) $42,000 for services performed through the date hereof;
(b) annually, commencing as of August 1, 1996, the sum of $200,000, payable
monthly in arrears in equal installments; and
(c) 100,000 shares of the Company's common stock, $.001 par value (the
"Shares")
and a common stock purchase option entitling the Consultant to purchase 100,000
shares of the Company's common stock for a price of $1.50 per share, exercisable
for a period of five years (the "Stock Options"). The Company will use its best
efforts to cause the Shares as well as the shares issuable upon exercise of the
Stock Options to be registered with the Securities and Exchange Commission
("SEC") using Form S-8 promulgated by the SEC to the extent eligible
thereunderor under any other registration statement the Company may file in the
near future.
(d) In the event that the Company attempts to terminate or in fact
terminates Consultant's engagement hereunder prior to the end of the term for
any reason, it shall be obligated to pay Consultant a lump sum final payment in
full satisfaction of any further liabilities to Consultant the amount equal to
twice Consultant's $200,000 annual compensation. Upon such payment by the
Company, it shall have no further liabilities or obligations to the Consultant
in any manner.
4. In addition to the foregoing payments the Company shall also reimburse
Consultant for any out-of-pocket disbursements and expenses that he may
reasonably incur in connection with services rendered at the request of the
Company, upon submission of substantiation therefor. Notwithstanding, Consultant
shall not incur an expense for in excess of $2,000 without the prior consent of
the Company. The Company shall provide Consultant with a 1996 model year
automoble for Consultant's personal and business use during the term of this
Agreement. Said automobile may be purchased or leased in the sole discretion of
the Company and shall be an intermediate luxury car having a purchase price as
determined appropriate by the Board of Directors of the Company. The Company
shall pay the costs of liability and collision insurance for the car wherein
Consultant is designated the primary driver. Additionally, at all times during
the term of this Agreement or any extensions or
renewals thereof, the Company agrees to provide at its sole cost and expense
health (including medical and hospitalization) insurance coverage or a health
maintenance organization program for Consultant and Consultant's dependents of a
type at least as comprehensive as such coverage provided to senior executive
officers of the Company.
5 . There are no representations or warranties other than as contained
herein. No waiver or modification hereof shall be valid unless executed in
writing with the same formalities of this Agreement. Waiver of the breach of any
term or condition of this Agreement shall not be deemed a waiver of any other or
subsequent breach, whether of like or a different nature.
6. The Company's obligations and liability hereunder are subject to the
prior approval of the Company's Board of Directors. This Agreement shall be
construed according to the laws of the State of New York and shall be binding
upon the parties hereto, their successors and assigns.
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the date and year first above
written.
CONSULTANT:
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
IMSCO TECHNOLOGIES, INC.
By: /s/ Xxx X. Xxxx
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Xxx X. Xxxx, President
