EXHIBIT 99.3
DIRECTORSHIP AND CONSULTING AGREEMENT
THIS AGREEMENT, entered into February 7, 2004 between AVENUE GROUP,
INC., a Delaware corporation with offices at 00000 Xxxxxxx Xxxx, Xxx 000,
Xxxxxx, Xxxxxxxxxx, 00000 (hereinafter sometimes referred to as the "Company")
and DEVELOPMENT FOR ISRAEL, LLC, a limited liability company formed under the
laws of the State of New York (hereinafter sometimes referred to as "DFI") and
WHEREAS, DFI is willing to make available to the Company the services
of its founder, Uri Bar Ner (sometimes referred to as "UBN") as a member of the
Board of Directors of the Company (hereinafter sometimes referred to as the
"Board") and as a consultant to the Company and the Company desires the services
of UBN as a board member and as a consultant.
NOW THEREFORE, it is hereby agreed between the parties, effective as of
February 1, 2005 as follows:
1. BOARD OF DIRECTORS
1.1 The Company shall cause to be elected to its Board UBN. The election
shall be made at a special telephonic meeting of the Board to be called
for this purpose as soon as possible after execution of this Agreement.
. The term of office shall be for one year in accordance with the
Company's charter, however it is the current intent of the parties that
UBN will be elected to at least a second year term.
1.2 It is understood that for the next twelve months, the Board shall meet
no less than every other month. Where practical for all parties, the
meetings will be held in New York City but when not practical, the
meetings will be held by telephone or in such other venue as is
convenient to the parties. It is the objectives of the Company to have
as full and regular communication between the directors and senior
officers of the Company as possible.
1.3 Directors shall be reimbursed their travel and associated costs to
attend each meeting however whenever UBN shall have other business in
the same venue where the meeting is to be held, he will allocate his
reimbursable expenses accordingly and shall use his best efforts, when
possible, to coordinate his travel schedule so as to reduce expenses to
be reimbursed by the Company.
1.4 As compensation for the services of UBN as a director and consultant to
the Company, DFI shall be paid $2500 per month. Such payment shall be
made quarterly in advance to a bank account designated by DFI. In
addition, during the first year of service by UBN as a director and
SERVICES AND CONSULTING AGREEMENT
FEBRUARY 7, 2005
PAGE 2
consultant, DFI shall receive 100,000 shares of common stock of the
Company for each month of service of UBN or a total of !,200,000 shares
for the first full twelve months of service. The Company and DFI shall
determine in good faith additional share compensation for UBN's second
year of service.
1.5 It is understood and agreed that the Company will renew its Directors
and Officers Insurance ("D&O Insurance") and that the Company will
include UBN under its D&O Insurance.
1.6 In the event of the death of UBN prior to the completion of his first
term, all of his first year stock grant of 1,200,000 shares shall be
vested in DFI and delivered to DFI's legal representative.
1.7 It is understood that either UBN may resign with or without cause from
the Board upon sixty days notice to the Company. In the case of such
resignation all further cash or stock compensation shall cease as of
the date of notice of resignation. Further, the major founding
stockholder of the Company, without holding a shareholder's meeting,
may request that UBN resign from the Board at any time with or without
cause after his first full six months of service and such request will
be honored provided however that DFI shall receive the balance of the
cash and stock or stock option compensation contemplated by this
Agreement as if UBN had served his full first term.
2. CONSULTING SERVICES
DFI shall make available the services of UBN as a consultant to the
Company for a term of two years. In addition to the payments and stock
grants to be paid to the Services Company pursuant to Paragraph 1.4
above, DFI shall be given additional stock grants commensurate with
UBN's contributions to the success of the Company as determined by the
Company's Board.
3. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California
applicable to agreements wholly made and to be performed entirely
within such state and without regard to the conflict of law principles
thereof. In the event of a dispute under this Agreement, the parties
shall have the right to pursue such claims as might arise in the courts
of the State of California or by arbitration, if all parties agree,
pursuant to the arbitration provisions of the State of California.
SERVICES AND CONSULTING AGREEMENT
FEBRUARY 7, 2005
PAGE 3
4. ENTIRE AGREEMENT
Except as expressly provided herein, this Agreement contains the entire
understanding among the parties with respect to the subject matter
hereof, and may not be modified, altered or amended except by an
instrument in writing signed by all of the parties hereto. This
Agreement may be executed in one or more counterparts, each of which
shall be construed as an original.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above:
AVENUE GROUP, INC. DEVELOPMENT FOR ISRAEL, LLC
By:_________________ By: _____________________________
