CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this Agreement") is made as of the 1st day
of November, 2002 by and between International Trust & Financial
Systems, Inc., formerly Precom Technology, Inc., ("the Company"), a
Florida corporation and Xxxxxx Xxxxxx, an individual resident of the
State of New Jersey ("the Consultant").
WHEREAS, the Company is an international financial and business
planning, asset protection, insurance management, and merchant banking
company;
WHEREAS, the Consultant provides business consulting services
("Consulting Services");
WHEREAS, it is the intent of the parties to this Agreement that
Consultant conduct the Consulting Services purely as an independent
contractor and not as an employee of the Company or of any of its
affiliates, past, present or future, pursuant to Paragraph six (6) of
Mimeograph 6566 published by the Office of the Commissioner of Internal
Revenue in Cumulative Bulletin 1951-1, page 108.
WHEREAS, the Company wishes to retain the services of the Consultant
and to compensate Consultant for services to be rendered on the
following terms and conditions;
NOW, THEREFORE, the Company and the Consultant agree as follows:
1. The Company hereby retains the services of the Consultant for a
period of twelve (12) months commencing November 15, 2002 and ending
November 14, 2003. In exchange for providing the Consulting Services
to Company, the Consultant shall receive five hundred thousand
(500,000) shares of Company's common stock, par value $.001 (the
"Shares") with such Shares to be valued for purposes of this Agreement
at $0.02 per share. Consultant shall not directly or indirectly
promote or maintain a market for the Shares. Moreover, Consultant
agrees that the Shares are not and will not be provided in connection
with a capital raising transaction for the Company.
2. Consultant agrees to provide independent consulting and business
advice to the Company, including preparation of a business plan for the
Company, including its proposed acquisition of the bank in New Jersey,
the equipment leasing company in Florida and the financial planning
companies, and its new business venture as a back office for trust and
pension operations for small to mid-size banks; preparation of a
private placement memorandum; introducing the Company to financial,
banking, brokerage and other potential joint venture partners;
assisting with acquisitions, identifying potential acquisitions, due
diligence and integration; assisting with the structure and operation
of the acquired bank and development of its business plan; assisting
and advising generally with the business of the Company, and
particularly the Merchant Banking division; acting as a liaison
between the Company and Global Direct Securities; and, undertaking such
other projects as may be mutually agreed between the parties.
3. The Consultant shall use the Consultant's best efforts to assist
the Company by providing the Consulting Services at such time and such
places as the parties may agree from time to time, it being understood
and agreed that Consultant will provide his own office space in New
York and shall not be required to devote his full time and attention to
the Consulting Services.
4. The Consultant shall be an independent contractor and shall have
no right or authority to assume or create any obligations or
responsibility, express or implied, on behalf of or in the name of the
Company, unless specifically authorized in writing by the Company. No
provision of this Agreement shall be construed to preclude Consultant
from pursuing other projects. Likewise, the Company shall be free to
engage the services of other consultants who may compete directly with
Consultant in providing similar Consulting Services. Consultant
understands and agrees that Consultant is not an employee of the
Company or any parent, subsidiary or affiliates of the Company,
including International Financial Concierge Services, Inc., a Florida
corporation, ("IFCS") and Consultant covenants and agrees that
Consultant will make no claim, contention or argument that Consultant
is or ever was an employee of the Company or any of its parent,
subsidiaries or affiliates. In the event that Consultant should ever
claim, contend or argue that Consultant was an employee of the Company
or any of its parent, subsidiaries or affiliates, then Consultant
agrees that the Company shall be entitled to cancel the Shares on the
transfer books of the Company and instruct the Company's transfer agent
to make such cancellation, with no further consent of or notice to
Consultant.
5. The Consultant (including any person or entity acting for or on
behalf of the Consultant) shall not be liable for any mistakes of fact,
errors of judgment, for losses sustained by the Company or any
subsidiary or for any acts or omissions of any kind, unless caused by
the negligence or intentional misconduct of the Consultant or any
person or entity acting for or on behalf of the Consultant.
6. The Company and its present and future subsidiaries jointly and
severally agree to indemnify and hold harmless the Consultant against
any loss, claim, damage or liability whatsoever, (including reasonable
attorneys' fees and expenses), to which Consultant may become subject
as a result of performing any act (or omitting to perform any act)
contemplated to be performed by the Consultant pursuant to this
Agreement unless such loss, claim, damage or liability arose out of
Consultant's negligence, or intentional misconduct. The Company and
its subsidiaries agree to reimburse Consultant for the reasonable costs
of defense of any action or investigation (including reasonable
attorney's fees and expenses); provided, however, that Consultant
agrees to repay the Company or its subsidiaries if it is ultimately
determined that Consultant is not entitled to such indemnity. In case
any action, suit or proceeding shall be brought or threatened, in
writing, against Consultant, it shall notify the Company within three
(3) days after the Consultant receives notice of such action, suit or
threat. The Company shall have the right to appoint the Company's
counsel to defend such action, suit or proceeding, provided that
Consultant consents to such representation by such counsel, which
consent shall not be unreasonably withheld. In the event any counsel
appointed by the Company shall not be acceptable to Consultant, then
the Company shall have the right to appoint alternative counsel for
Consultant reasonably acceptable to Consultant, until such time as
acceptable counsel can be appointed. In any event, the Company shall,
at its sole cost and expense, be entitled to appoint counsel to appear
and participate as co-counsel in the defense thereof. Consultant, or
its co-counsel, shall promptly supply the Company's counsel with copies
of all documents, pleadings and notices which are filed, served or
submitted in any of the aforementioned. Consultant shall not enter
into any settlement without the prior written consent of the Company,
which consent shall not be unreasonably withheld.
7. Consultant covenants and agrees that the Shares shall be and
represent full payment and discharge of any claim by Consultant for any
compensation, commission or other earnings of any kind against the
Company and any current or future parent, subsidiary or affiliates of
the Company, including IFCS. Consultant further covenants and agrees
that the value of the Shares, as determined herein, shall be reported
to Consultant on IRS Form 1099 for the year 2002. The Company shall
reimburse Consultant for reasonable out-of-pocket expenses including
but not limited to travel and entertainment expenses incurred by
Consultant in the performance of Consulting Services, provided however,
that Consultant shall incur no such expenses in excess of $500 without
the prior written approval of the Company. At its discretion, the
Company may advance reimbursement of, or otherwise provide payment for,
certain of such expenses, including expense of travel, in connection
with this Agreement and the performance by Consultant of the Consulting
Services.
8. This Agreement shall be binding upon the Company and the
Consultant and their successors and assigns.
9. If any provision or provisions of this Agreement shall be held to
be invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of
this Agreement (including, without limitation, each portion of any
section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid
illegal or unenforceable.
10. No supplement, modification or amendment of this Agreement shall
be binding unless executed in writing by both parties hereto. No
waiver of any other provisions hereof (whether or not similar) shall be
binding unless executed in writing by both parties hereto nor shall
such waiver constitute a continuing waiver.
11. This Agreement may be executed in one or more counterparts, each
of which shall for all purposes be deemed to be an original but all of
which shall constitute one and the same Agreement.
12. The Parties agree that should any dispute arise in the
administration of this Agreement, that this Agreement shall be governed
and construed by the laws of the State of Florida, without regard to
conflicts of laws of any other jurisdiction. The Parties further agree
that any action arising out of this agreement shall be brought
exclusively in appropriate court located in Palm Beach County, Florida.
13. This Agreement contains the entire agreement between the parties
with respect to the consulting services to be provided to the Company
by the Consultant and supersedes any and all prior understandings,
agreement or correspondence between the parties.
IN WITNESS WHEREOF, the Company and the Consultant have caused this
Agreement to be signed by duly authorized representatives as of the day
and year first above written.
PRECOM TECHNOLOGY, INC. CONSULTANT:
BY:__/s/_Robert Hipple____________ __/s/_George Gregor____________
Xxxxxx Xxxxxx Xxxxxx Xxxxxx
CEO
