EXHIBIT 10
CONSULTANT AGREEMENT
This Consulting Agreement (the "Agreement") made as of January 4, 2002 by
and between Xxxxx Xxxxxxx ("Consultant") and ShareCom, Inc. ("Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require business
services relating to management, strategic planning and marketing for the
Company; and
WHEREAS, Consultant shall provide Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT
The Company hereby engages Consultant and Consultant agrees to render
various business services to the Company upon the terms and conditions
hereinafter set forth.
2. TERMS
The term of this agreement began as of the date of this Agreement, and
shall terminate on January 31, 2003, unless earlier terminated in
accordance with paragraph 7 herein or as extended by the parties from
time to time.
3. SERVICES
During the term of this Agreement, Consultant shall provide advice to,
undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure, sales matters in connection with the operations of the
business of the Company. Consultant agrees to provide on a timely
basis the following services, and additional services contemplated
thereby:
(a) The implementation of short-range and long-range strategic
planning to develop and enhance the Company's products and
services;
(b) Develop and assist in the implementation of a marketing program
to enable the Company to broaden the markets for its services and
promote the image of the Company and its products and services;
(c) Advise the Company relative to the recruitment and employment of
marketing and sales personnel consistent with the growth of
operations of the Company;
(d) The identification, evaluation, structuring, negotiating and
closing of strategic alliances.
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4. DUTIES OF THE COMPANY
The Company shall provide Consultant, on a regular and timely basis,
with all data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any
facts which would affect the accuracy of any data and information
previously supplied pursuant to this paragraph. The Company shall
promptly supply Consultant with full and complete copies of all
brochures or other sales materials relating to its products and
services.
5. COMPENSATION AND EXPENSE REIMBURSEMENT
Concurrently with the execution hereof, the Company shall grant and
issue to Consultant the option to purchase 35,000,000 shares of $.001
par value common stock of the Company (the "Shares") which shall be
registered with the United States Securities and Exchange Commission
and applicable state securities agencies so as to enable the Shares to
be freely saleable and tradable in the public securities markets. The
Company shall use its best and diligent efforts to maintain all SEC
and other registrations so as to enable said Shares to be fully
saleable and tradable for a period of five (5) years from the date
hereof. The option shall have an exercise price of $0.003 per share,
and shall expire on January 31, 2007 at 5:00 P.M. C.S.T. Consultant in
providing the foregoing services shall be reimbursed for any
pre-approved out-of-pocket costs, including, without limitation,
travel, lodging, telephone, postage and over night shipping charges.
The Company also agrees that if the Shares fail to attain a market
price of $105,000 for five (5) separate trading days during a period
of five (5) years from the date of Consultant's exercise of the
option; then the Company shall issue a supplemental option to
Consultant for additional Shares at the exercise price set forth in
the initial option, upon the written demand of Consultant to the
Company. If the Company fails to issue the supplemental option within
five (5) days from the date of Consultants written demand notice, then
it immediately shall pay to Consultant liquidated damages of $105,000.
6. REPRESENTATION AND INDEMNIFICATION
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material
information and data which it supplies to Consultant and acknowledges
its awareness that Consultant will rely on such continuing functions.
Consultant in the absence of notice in writing from the Company will
rely on the continuing accuracy of material, information and data
supplied by the Company. Consultant represents that he has knowledge
of and is experienced in providing the aforementioned services.
The Company agrees to indemnify, hold harmless and defend Consultant
from any and all claims or demands of any kind relating to the
Company's breach of its agreements hereunder.
7. MISCELLANEOUS
Termination: This Agreement may be terminated by Consultant upon
written notice to the Company for a material breach of this contract
which shall be effective five (5) business days from the date of such
notice.
Modification: This Agreement sets forth the entire understanding of
the Parties with respect to the subject matter hereof, and may be
amended only in a writing signed by both parties.
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Notices: Any notices required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or
by facsimile transmission at the address of such Party set forth above
or to such other address or facsimile telephone number, as the party
shall have furnished in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of
any other breach of that provision or of any breach of any other
provision of this Agreement. The failure of a Party to insist upon
strict adherence to any term of this Agreement on one or more
occasions will not be considered a waiver or deprive the other Party
of the right thereafter to insist upon adherence to that term of any
other term or this Agreement.
Assignment: The Options under this agreement are assignable at the
direction of the Consultant.
Severability: If any provision of this agreement is invalid, illegal,
or unenforceable, the balance of this Agreement shall remain in
effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all other
persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out
of this Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the
arbitrator(s) shall be enforceable in any court having jurisdiction
thereof. Arbitration shall occur only in DuPage County, IL. The
interpretation and the enforcement of this Agreement shall be governed
by Illinois law as applied to residents of the State of Illinois
relating to contracts executed in and to be performed solely within
the State of Illinois. In the event any dispute is arbitrated, the
prevailing Party (as determined by the arbitrator(s)) shall be
entitled to recover that party's reasonable attorney's fees incurred
(as determined by the arbitrator(s)).
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of
the date first above written.
COMPANY CONSULTANT
ShareCom, Inc. Xxxxx Xxxxxxx
By:/s/ Xxxxxxx Xxxxxxxx By:/s/ Xxxxx Xxxxxxx
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Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxx
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