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EXHIBIT 10.16
AGREEMENT
The parties hereto being EURO TECH (FAR EAST) LTD. (the "Company") and SIDFORD
INTERNATIONAL LTD. (the "Consultant") have reached this agreement for
Consultant to perform certain services for the Company with its products and
markets and to assist with its growth.
1. TERM. The Company has engaged Consultant as of the 8th day of
May, 1996 and Consultant shall continue to perform the services described in
this Agreement until the 8th day of May, 1998. Thirty days before the said
term expires, the parties shall convene to determine if they wish to renew or
terminate this Agreement on mutually acceptable terms.
2. SERVICES. Consultant will advise the Company in relation to
its business and, specifically, shall assist the Company with:
(a) Investigating and recommending manufacturers in China
and the United States for the Company's products;
(b) Assisting the Company in entering into contracts with
manufacturers for its products;
(c) Locating proposed new products in fields relating to
the field of the Company's present business with products that may be useful in
the Company's distribution system;
(d) Providing recommendations for expanding and improving
the Company's sales force and distribution network and assisting with compiling
a marketing plan and strategy;
(e) Providing recommendations and assisting the Company
with overseas manufacturers of products that may be useful in upgrading and
adding to the Company's present products;
(f) Assisting the Company in negotiating proposals to
acquire new products or businesses that the Company may purchase in the future;
(g) Reviewing the financial structure of the Company and
making recommendations and assisting the Company as to various financial
matters including Local Currency financing and Letter of Credit financing;
3. AUTHORITY. The Consultant shall not have any authority to
obligate the Company in any way to any of the services performed by it for the
Company. Any authorization to
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Consultant to bind the Company must be in written form and signed by the
Chairman of the Company. The Company may withdraw any such written authority
at any time.
4. COMPENSATION. Consultant shall be paid HK$5,000 upon signing
this Agreement and in addition the Consultant should be entitled to purchase up
to 100,000 shares of the listed company (listed value) if the Company decides
to go public in future at par value.
5. CONFIDENTIALITY. Unless a written authorization is provided
to Consultant, Consultant shall retain in confidence all secret and proprietary
information of the Company including all future business plans.
6. OTHER PROVISIONS.
(a) Amendment can be added to this Agreement which shall
have the same legal effect as the Agreement, provided such amendments are
written and signed by the parties;
(b) Any notice under this Agreement must be written and
shall be sent to the parties at their addresses which shall be provided to each
other by separate documents;
(c) This Agreement shall be governed by the laws of Hong
Kong.
(d) This Agreement takes effect immediately upon the
execution of the parties.
The parties being duly authorized sign this Agreement as follows:
EURO TECH (FAR EAST) LTD.
By: /s/ X.X. Xxxxx
___________________________________
X.X. Xxxxx, Chairman
___________________________________
Print Name and Title
SIDFORD INTERNATIONAL LTD.
By: /s/ Kuai Xxxx Xxxx
___________________________________
Kuai Xxxx Xxxx, Director
___________________________________
Print Name and Title
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AMENDMENT
TO
AGREEMENT
Amendment dated January 22, 1997 to the agreement by and between Euro
Tech (Far East) Ltd. (the "Company") and Sidford International Ltd. (the
"Consultant").
WITNESSETH
WHEREAS, the Company and Sidford entered into an agreement pursuant to
which Sidford agreed to provide certain business consulting services to the
Company (the "Consulting Agreement"); and
WHEREAS, the Company and Sidford wish to amend certain of the terms of
the Consulting Agreement as hereinafter set forth.
NOW, THEREFORE, the Consulting Agreement is hereby amended as follows:
1. Paragraph 4 is hereby amended by deleting that paragraph in
its entirety and in its place and stead inserting the following text:
"4. Compensation.
(a) Cash Compensation. Consultant shall be paid the sum of
US$5,000 per month for twenty consecutive months with the first such payment to
be made on February 1, 1997 (with the deduction of any sums previously paid)
and for each of the nineteen following months with each such payment being due
on the first day of each month.
(b) Equity Compensation. On or prior to completion of a proposed
United States public offering of the securities (the "IPO") of Euro Tech
Holdings Company Limited ("Limited"), the Company will become a wholly-owned
subsidiary of Limited. Limited agrees, by its signature at the foot of this
document, to grant to Consultant options to purchase 100,000 shares of
Limited's common stock. Said options are to be exercisable at a price of $5.50
per share and are to contain the same terms and conditions as Limited's
warrants to be sold in the IPO.
(c) Repurchase of Shares. Pursuant to the Consulting Agreement,
Limited previously sold to Consultant 100,000 shares of its common stock for
cash consideration of US$1,000. Limited hereby repurchases said shares for the
sum of US$1,000 and Sidford hereby surrenders the certificate for said shares
with the appropriate power attached thereto permitted transfer of said shares
to Limited.
2. This Amendment shall be deemed a contract under, and shall be
governed by and interpreted in accordance with, the laws of Hong Kong.
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3. As hereby amended, the Consulting Agreement is in all respects
ratified and confirmed. On and after the effectiveness of this Amendment: (a)
each reference in the Consulting Agreement to the "Agreement", "hereinafter",
"herein", "hereafter", "hereunder", "hereof", or words of like import shall
mean and be a reference to the Consulting Agreement as amended by this
Amendment.
4. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which taken together shall
constitute a single Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
EURO TECH (FAR EAST) LTD. SIDFORD INTERNATIONAL LTD.
By: /S/ X.X. Xxxxx By: /s/ Yclee Nominee Limited by [Illegible]
_________________________ __________________________________________
X.X. Xxxxx, Chairman Print Name:
Print Title:
EURO TECH HOLDINGS COMPANY LIMITED
By: /s/ X.X. Xxxxx
_________________________
X.X. Xxxxx, Chairman
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