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EXHIBIT 8.6
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made as of August 28, 1997
between AMERICAN ACCESS TECHNOLOGIES, INC., a Florida corporation (the
"Corporation"), and XXXXX X. XXXXX, an individual (the "Consultant").
WHEREAS, the Corporation had developed specialized products for the
telecommunications industry; and
WHEREAS, Consultant has been in the service of the Company as President
and director; and
WHEREAS, the Corporation and the Consultant wish to change Consultant's
status with the Corporation to an independent consultant;
THEREFORE, in consideration of the premises and covenants herein set
forth, it is agreed as follows:
1. Engagement. Corporation hereby engages Consultant as an independent
consultant on the terms and conditions set forth herein and Consultant hereby
resigns as an officer, director and employee of the Corporation.
1.1 Consultant will consult with the Corporation at its request in
the areas of his expertise at mutually acceptable times and places at twenty
(20) hours per month.
1.2 Consultant shall not, without the prior written consent of the
Corporation, directly or indirectly, during the term of this Agreement, render
services of business, professional or commercial nature to any other person or
entity, whether for compensation or otherwise, or engage in any activity
competitive with or adverse to the Corporation's business or welfare, whether
alone, as a partner or member, or as an officer, director, employee or 5% or
greater shareholder of a corporation.
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2. Term of Engagement. Subject to the provisions set forth herein, the
term of Consultant's engagement hereunder shall continue for five (5) years.
3. Duties. Such consultation shall be scheduled so as not to interfere
with Consultant's other employment and shall not be in excess of twenty (20)
hours per month without Consultant's consent.
4. Compensation. For all services he may render to the Corporation
during the term of this Agreement and in consideration of his agreement no to
compete as set forth in paragraph 1.2, Consultant shall receive the following
compensation:
4.1 Consultant shall receive a base fee at the rate of $30,000 per
year paid quarterly in arrears.
4.2 Additional compensation:
(i) Consultant shall be issued an option to purchase 40,000 of
the Corporation's Common Stock on the last day of each year of the consulting
term hereunder. Each option granted herein shall be exercisable for three (3)
years from the date of issue. The exercise price of each such option shall be
125% of the average of the closing bid and asked price of the Corporation's
Common Stock as reported on the date of issue, or if there is no such quotation
on the date of issue, the next prior date on which there was such a quotation.
(ii) In the event Consultant is the procuring cause of the
Corporation's acquisition of a new product or business by license, purchase,
merger, stock exchange, or otherwise, he shall be entitled to receive
additional compensation of five (5%)
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of the value of such transaction as determined by the Corporation and its
investment bankers, which sum shall be paid within ten (10) days of closing of
any such transaction.
5. Agreements concerning Stock. Consultant currently owns 400,000 shares
of the Corporation's Common Stock and 70,000 $8.00 Stock Purchase Warrants.
Consultant hereby agrees to return 200,000 shares of such stock to the
Corporation and all of the $8.00 Stock Purchase Warrants to the Corporation
upon execution hereof to be used for recruitment and incentives for officers,
directors and key employees. With respect to his remaining 200,000 shares,
Corporation agrees to include such shares for sale by Consultant in its
registration statement filed in connection with its outstanding stock purchase
warrants. Consultant agrees that he will not sell or transfer any such shares
in an amount greater than 10,000 shares in any month for the 24 months
following execution of this agreement. In order to facilitate the restrictions
on resale contained herein, Consultant will deposit such shares in a brokerage
account with Capital International Securities, Inc. with irrevocable
instructions to honor the foregoing sale and transfer restrictions.
6. Trade Secrets. Consultant agrees that he will not, during or two years
after the termination of his engagement with the Corporation, furnish or make
accessible to any person, firm, corporation or any other entity any trade
secrets, technical data, customer list, sales representatives, or know-how
including use of patents and patents pending acquired by him during the term of
his employment with the Corporation which relates to the past and current
business, practices, methods, processes, programs, equipment or other
confidential or secret aspects of the business of the Company, or its
subsidiaries or
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affiliates or any portion thereof, without the prior written consent of the
Corporation, unless such information shall have become public knowledge, other
than being divulged or made accessible by Consultant.
7. Non-disclosure. During the term of his engagement and for two (2)
years after its termination. Consultant will not, directly or indirectly,
disclose the names of the Corporation's customers, prospects or sales
representatives or those of its subsidiaries and affiliates or attempt to
influence such customers or representatives to cease doing business with the
Company or its subsidiaries or affiliates.
Consultant shall communicate and make known to the Corporation all
knowledge possessed by him which he may legally impart relating to any methods,
developments, designs, processes, programs, services, and ideas which concern
in any way the business or prospects of the Corporation and its subsidiaries
and affiliates from the time of entering his employment until the termination
thereof.
8. Conflict of Interest. Consultant agrees that during the term of his
engagement and any extensions thereof, he will comply with the policy of the
Corporation with respect to the Corporation entering into, directly or
indirectly, any transactions with any business organization or other entity in
which he or any member of his family has a direct or indirect ownership
interest.
9. Miscellaneous.
9.1 The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver of any such provision, nor prevent
such party thereafter from enforcing such provision or any other provision of
this Agreement. The rights granted
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both parties herein are cumulative and the election of one shall not constitute
a waiver of such party's right to assert all other legal remedies available
under the circumstances.
9.2 Any notice to be given to the Corporation under the terms of
this Agreement shall be addressed to the Corporation, at the address of its
principal place of business, and any notice to be given to Consultant shall be
addressed to him at his home address last shown on the records of the
Corporation, or such other address as either party may hereafter designate in
writing to the other. Any notice shall be deemed duly given when mailed by
registered or certified mail, postage prepaid, as provided herein.
9.3 The provisions of the Agreement are severable, and if any
provision of this Agreement shall be held to be invalid or otherwise
unenforceable, in whole or in part, the remainder of the provisions, or
enforceable parts thereof, shall not be affected thereby.
9.4 The rights and obligations of the Corporation under this
Agreement shall inure to the benefit of and be binding upon the successors and
assignees of the Corporation.
9.5 This Agreement supersedes all prior agreements and
understandings between the parties hereto, oral or written, and may not be
modified or terminated orally. No modification, termination or attempted waiver
shall be valid unless in writing, signed by the party against whom such
modification, termination or waiver is sought to be enforced.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
AMERICAN ACCESS TECHNOLOGIES, INC.
By: /s/
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/s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
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