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EXHIBIT E
(CONSULTING AGREEMENT WITH XXX XXXXXX, ESQ.)
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CONSULTING AGREEMENT
THIS AGREEMENT made as of the 2nd day of October, 1997 by and between
STERLING WORLDWIDE CORPORATION (the "Company") and Xxx X. Xxxxxx, Xx., 0000 X.
Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000, the Consultant.
WHEREAS, the Company has agreed to retain the legal consulting services
of the Consultant and the Consultant has agreed to provide legal consulting
services to the Company, all on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the following mutual covenants and
agreements, the parties hereto agree with each other as follows:
1. The Company shall retain the Consultant to provide the following
legal consulting services during the term of this agreement:
(a) assisting and providing legal advice and legal
services to the Company;
(b) being available to provide legal advice and legal
services to the Company in the position of General
Counsel and advising legally with respect to the
Company's business partners, merger candidates, and,
if appropriate, with stockholders and various
governmental and regulatory agencies; and
(c) such other services and assistance to the Company and
its officers and directors within the scope of the
Consultant's legal expertise as the Company and the
Consultant may mutually agree from time to time.
2. The term of this agreement shall be one (1) year commencing on the
date hereof and ending on October 2, 1998. During the term of this agreement,
the Consultant shall be available to provide his services full time for the
Company from time to time as required. Services may be provided by telephone,
court appearances, or in the form of written reports. In the event the Company
requests the Consultant to travel, and the Consultant agrees to do so, the
Company shall pay for reasonable travel and lodging expenses. It is agreed that
the Consultant shall travel business class.
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3. In consideration of the Consultant providing the consulting services
hereunder, the Company shall pay the Consultant fee as follows:
100,000 shares of Sterling Worldwide Corporation common stock.
4. Except as provided in Paragraph 2 hereof, the Consultant shall be
responsible for all of its own out-of-pocket expenses incurred in connection
with the consulting services to be provided hereunder, unless the Company agrees
in writing with the Consultant prior to an expense being incurred that the
Company will reimburse the Consultant for all or part of such extraordinary
expenses.
5. This agreement shall be binding upon the parties hereto and their
respective heirs, executors, administrators, legal representatives, successors
and assigns. The Consultant shall have the right to determine in Consultant's
sole discretion which of its employees or independent contractors shall perform
the consulting services to the Company.
6. This agreement constitutes the entire agreement between the parties
hereto and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, between the parties hereto, except that
this agreement shall not prohibit or be construed to prevent the Company from
entering into either an overall Retainer Agreement and/or independent Retainer
Agreements for a monthly retainer fee or for individual projects.
7. No amendment or modifications of this agreement shall
be binding unless in writing and signed by the parties hereto.
8. No waiver by a party of any breach of any of the provisions of this
agreement by any other party shall take effect or be binding upon such party
unless in writing and signed by such party. Unless otherwise provided therein,
such waiver shall not limit or affect the rights of such party with respect to
any other breach.
9. In the event of litigation, the prevailing party shall be entitled
to an award of all court cases and reasonable attorney's fees whether incurred
at the trial court, on appeal, or in bankruptcy.
10. All notices or other communications authorized are required to be
given pursuant to this agreement shall be in writing and either delivered by
hand, mailed by certified, first-class mail, postage prepaid, or sent by
facsimile as follows:
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(a) To the Company: Sterling Worldwide Corporation
0000 X. Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxx 00000
(b) To the Consultant: Xxx X. Xxxxxx, Xx.
0000 X. Xxxxxxx Xxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
11. This agreement shall be deemed to be made in and shall be construed
in accordance with the laws of the State of Florida. A facsimile copy of this
agreement and any signatures herein shall be considered for all purposes as
originals.
IN WITNESS WHEREOF, the parties hereto have duly executed this
agreement.
STERLING WORLDWIDE CORPORATION
By:
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Authorized Signatory
/s/
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XXX X. XXXXXX, XX.
