CONSULTING AGREEMENT
AGREEMENT dated 10/29/2001, between Public Safety Group a Missouri L.L.C., (the
"Consultant" or "PSG") located at 00000 Xxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxxxxx,
00000, and BIZCOM U.S.A. Inc., a Florida corporation (the "Company") located at
0000 XX 00xx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx, Xxxxxxx, 00000.
WHEREAS, the Company wishes to retain the Consultant as an independent
contractor, to provide certain business consulting services to the Company
concerning disaster and emergency management and related services, and the
Consultant wishes to be retained by the Company in such capacity and perform
such services for the Company on the terms and conditions set forth herein.
THEREFORE, the parties hereto agree as follows:
a. Consulting.
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(1) Company hereby retains Consultant and Consultant hereby accepts
such engagement, for the term and under the conditions specified
herein, as a consultant to the Company , with such duties and
responsibilities as may reasonably be assigned to the Consultant
pursuant to this Agreement. The Consultant's compensation shall be that
specified below.
(2) Consultant's principal duties shall include, at such times as shall
be reasonably requested by the Company, reporting on the current state
of the disaster and emergency management affairs in the U.S. and
assisting the Company in integrating emergency management software
offered by one or more companies, as is planned to be further discussed
by the Company and the Consultant, into a 220 MHz SMR wireless
application (the "Integrated Solution"). In addition, PSG will provide
the Company with a detailed strategy on how to market the Integrated
Solution to different state and local agencies. Consultant shall have
no authority to negotiate, accept, reject, or modify any contract
entered into by the Company or otherwise bind the Company to any
agreement with any third parties concerning the Integrated Solution or
otherwise, and shall at all times hereunder be an independent
contractor and not be construed to be an agent of the Company
(3) PSG shall xxxx the Company for the services to be rendered
hereunder at the hourly rate of $150, and provide the Company with
written evidence of consulting services rendered and monthly invoices
and statements that will be billed against and reduce the Promissory
Note (in the form attached hereto as Exhibit A, which the Consultant
shall execute and deliver to the Company as of the date hereof) in the
principle amount of $30,000 which aggregate amount has been paid by the
Company to the Consultant on 10/29/2001 as an advance against the
Consultant's fees. However, to the extent that consulting services
aggregating $30,000 have not been requested by the Company within 90
days from the date hereof, PSG will repay the Promissory Note in
accordance with the terms and conditions thereof.
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(4) The Consultant shall devote Consultant's best efforts to its duties
hereunder and shall cause Xxxxxx X. Xxxx III to be the primary provider
of the consulting services to be provided by the Consultant hereunder
for and on behalf of the Consultant. However, it is expressly agreed
that Consultant may serve as a consultant, manager, investor, or
employee to other persons, without limitation except that during the
term of this Agreement neither the Consultant nor its officers,
directors, employees and affiliates, including Xxxxxx X. Xxxx III shall
consult on any services directly or indirectly concerning the
Integrated Solution to any other person or entity.
(5) The principal place of business where the Consultant shall render
its services hereunder shall be at such place or places as the Company
and the Consultant may reasonably agree.
b. Status.
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The Consultant shall be treated in all respects as an independent contractor and
the Company shall not withhold any taxes on account of services rendered to it
by Consultant. Consultant represents to Company that Consultant regularly holds
itself out as a consultant to others in the area of emergency management
services, maintains its own office, has business cards other than for the
services provided to Company , and assumes all risk of Consultant's
classification as an independent contractor and not an employee.
c. Term of Agreement.
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The term for which Consultant shall be retained hereunder shall commence on the
date hereof and shall terminate upon the earlier of: (i) the last day of the
ninety (90) days following the date of this Agreement, unless this Agreement is
earlier terminated by the Company with or without cause, and without any
liability to the Company, its officers directors and agents, in which case the
principle amount then due and owing under the Promissory Note, together with
applicable interest shall, be due and payable.
d. Notices.
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All notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally or mailed, by either registered mail or
certified mail return receipt requested, or via telecopie (Consultant's
telecopie number: 000-000-0000 Company's telecopie number: 954-714-0086) or via
email (Consultant's email: xxxxx@xxxxxxx.xxx, Company's email:
xxxxxx@xxxxxxx.xxx) to the parties hereto at the addresses set forth above, or
at such other address for a party as shall be specified by notice given pursuant
hereto ("Notice").
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e. Waiver.
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The failure of Consultant or Company to seek redress for violation of, or to
insist upon the strict performance of any covenant or condition of this
Agreement shall not prevent a subsequent act, which constitutes a violation,
from having all the force and effect of a violation.
f. Miscellaneous.
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(1) This Agreement constitutes the entire agreement between the parties
hereto, supersedes all existing agreements between them, and cannot be
changed or terminated except by a written agreement signed by the
parties and may not be assigned by either party.
(2) This Agreement shall be construed in accordance with the laws of
the State of Florida, without regard to a conflict or choice of law
principles. Any action and/or proceeding relating to or arising out of
this Agreement and/or the Promissory Note, including but not limited to
the enforcement of terms and conditions of the Promissory Note shall be
brought in the federal and/or state court, located in Broward County,
Florida. The prevailing party in any such action and/or proceeding
shall be entitled to recover its reasonable attorney's fees and costs
from the other party.
g. Rule of Construction That Ambiguities to be Construed Against
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Drafter Not Applicable.
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As both of the parties to this Agreement have had the opportunity to consult
with their respective legal counsel concerning the terms and conditions of this
Agreement and the Promissory Note, the rule of construction that ambiguities
shall be construed against drafter shall be not applicable, to this Agreement or
the Promissory Note.
BIZCOM U.S.A. Inc.
By: /S/ Xxxx Xxxxx, President
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Public Safety Group L.L.C.
By: /S/ Xxxxxx X. Xxxx III, President
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PROMISSORY NOTE
Principal amount $ 30,000 Date: 10/29/2001
PUBLIC SAFETY GROUP A MISSOURI L.L.C. (the "Maker"), FOR VALUE
RECEIVED, hereby promises to pay to the order of BIZCOM U.S.A. INC, a Florida
corporation (the "Holder"), at the office of the Holder 0000 X.X. 00xx Xxxxxx,
Xxxx Xxxxxxxxxx, XX, the principal amount of THIRTY THOUSAND DOLLARS ($30,000)
in lawful money of the United States of America. The unpaid principal balance of
this Note shall bear simple interest from the date set forth above at the rate
of ten percent (10%) (computed on the basis of a 360-day year) per annum.
Interest and principal on this Promissory Note shall be payable as follows:
Paid in full ninety (90) days from the date of the Promissory Note
(10/29/2001), less the aggregate amount of the consulting fees billed through
such date to the Holder and otherwise in accordance with all the terms and
conditions as set forth in the Consulting Agreement by and between the Maker and
the Holder dated 10/29/2001 (the "Consulting Agreement"), which is incorporated
herein by reference (collectively, the "Due Date")
All payments shall be first applied to interest and the balance to
principal. This Promissory Note may be prepaid, at any time, in whole or in
part, without penalty (each such payment being a minimum of $10,000 or equal to
the unpaid balance on the Promissory Note).
This Promissory Note shall be immediately due and payable upon the
occurrence of any of the following (a "Default"): 1) Failure to make any payment
due hereunder within ten (10) days of its Due Date; 2) Breach of any of the
terms and conditions of the Consulting Agreement; or 3) Upon the filing by the
undersigned of an assignment for the benefit of creditors, bankruptcy or other
form of insolvency, or by suffering an involuntary petition in bankruptcy or
receivership not vacated within thirty (30) days.
In the event this Promissory Note shall be in Default and placed for
collection, then the undersigned agrees to pay all reasonable attorney's fees
and costs of collection. Payments not made within ten (10) days of the Due Date
shall accrue interest at the highest rate then permitted by law. All payments
hereunder shall be made to such address as may from time to time be designated
by the Holder.
This Promissory Note is referred to in, and arises out of the
transactions described in the Consulting Agreement, and is subject to the terms
and conditions of the Consulting Agreement.
The Maker agrees to remain fully bound hereunder until this Promissory
Note shall be fully paid (or is otherwise satisfied, in the Holder's sole
discretion), waives demand, presentment, protest, dishonor, notice of dishonor,
and all notices hereto and further agrees to remain bound, notwithstanding any
extension, modification or waiver. No modification or indulgence by the Holder
hereof shall be binding unless in writing; and any waiver on any one occasion
shall not be construed to be a waiver for any other or future occasion.
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This Promissory Note has been executed and delivered and shall be
construed and enforced in accordance with the laws of the State of Florida,
without regard to conflict or choice of law principles. The Maker of this
Promissory Note shall be responsible for the timely payment of all required
intangible taxes, if any, in connection with the issuance hereof.
This Promissory Note may be assigned by the Holder in whole or in part
to any third party.
Witnessed:
/S/ Xxxxxxx Xxxxxx /S/ Xxxxxx X. Xxxx III, President
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Witness Maker
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