CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this Agreement") is made as of the 7th day
of November, 2002 by and between Precom Technology, Inc., ("the
Company"), a Florida corporation and Interstate Transfer Company ("the
Consultant").
WHEREAS, the Company is an international financial and business
planning, asset protection, insurance management, and merchant banking
company;
WHEREAS, the Consultant has provided services ("Consulting Services")
to the Company; and
WHEREAS, the Company wishes to compensate Consultant for services
already rendered on the following terms and conditions;
NOW, THEREFORE, the Company and the Consultant agree as follows:
1. In exchange for providing the Consulting Services to Company and
as payment for services already provided, for which the Company
currently owes Consultant the amount of $3,263.89 (the " Initial
Balance"), the Consultant shall receive one hundred thousand (100,000)
shares of Company's common stock, par value $.001 (the " Initial
Shares"). In exchange for providing the additional Consulting Services
for which the Company has agreed to pay Consultant the amount of
$15,000 (the " Additional Balance"), the Consultant shall receive two
hundred thousand (200,000) shares of Company's common stock, par value
$.001 (the "Additional Shares"). The Initial Shares and the
Additional Shares are referred to herein collectively as the "Shares".
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, and that Consultant will provide no
services relating to any capital raising or the promotion or
maintenance of a market for the shares of the Company.
2. The Shares will be issued to the principal of Consultant, Xxxxx
Xxxxxxxxx. The Shares shall be issued in installments, the first of
which shall be the 100,000 Initial Shares, which are issued in full
satisfaction of the Initial Balance. The Additional Shares shall be
issued on or before January 15, 2003. and shall be issued in full
satisfaction of the Additional Balance. Following issuance of the
Initial Shares and the Additional Shares, the Principal shall be able
to sell the shares on the open market, and shall provide the Company
with copies of brokerage statements reflecting any sale of the Shares.
The net sale proceeds after brokerage commissions shall be applied as a
credit against the Initial Balance and the Additional Balance, and if
the cumulative net sale price received exceeds the total of the Initial
Balance and the Additional Balance, then the excess shall be a credit
to the Company against future services rendered by Consultant for the
Company. If the Principal determines not sell all of the Shares and
prefers to hold all or part of the Shares, then, if the Shares reach a
trading price of $0.10 per share for a period of five consecutive
trading days, then the market value of the remaining unsold Shares at
that price, reduced by the entire remaining Initial Balance and
Additional Balance not offset by previous sales of the Shares, shall be
considered a credit to the Company against future services by the
Consultant .
2. The Consultant shall use the Consultant's best efforts to assist
the Company by providing the Consulting Services.
3. The Consultant and the Principal each 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 or the Principal 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 and the Principal each
understands and agrees that Consultant and the Principal each 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 and the Principal each
covenants and agrees that Consultant and the Principal each will make
no claim, contention or argument that Consultant and the Principal each
is or ever was an employee of the Company or any of its parent,
subsidiaries or affiliates.
4. The Consultant and the Principal 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 and the Principal or any person or entity acting for or on
behalf of the Consultant and the Principal.
5. The Company and its present and future subsidiaries jointly and
severally agree to indemnify and hold harmless the Consultant and the
Principal each against any loss, claim, damage or liability whatsoever,
(including reasonable attorneys' fees and expenses), to which
Consultant and the Principal each may become subject as a result of
performing any act (or omitting to perform any act) contemplated to be
performed by the Consultant and the Principal each pursuant to this
Agreement unless such loss, claim, damage or liability arose out of
Consultant's and the Principal' negligence, or intentional misconduct.
The Company and its subsidiaries agree to reimburse Consultant and the
Principal each for the reasonable costs of defense of any action or
investigation (including reasonable attorney's fees and expenses);
provided, however, that Consultant and the Principal each agrees to
repay the Company or its subsidiaries if it is ultimately determined
that Consultant or the Principal is not entitled to such indemnity. In
case any action, suit or proceeding shall be brought or threatened, in
writing, against Consultant and the Principal, it shall notify the
Company within three (3) days after the Consultant and the Principal
receive 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 and the Principal each 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 and the Principal, then
the Company shall have the right to appoint alternative counsel for
Consultant and the Principal reasonably acceptable to Consultant and
the Principal, 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 and the Principal, or their 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 and the Principal each shall
not enter into any settlement without the prior written consent of the
Company, which consent shall not be unreasonably withheld.
6. Consultant and the Principal each covenants and agrees that the
Shares shall be and represent full payment and discharge of any claim
by Consultant and the Principal 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, other than the
Balance. Consultant and the Principal each further covenants and
agrees that the value of the Shares represented by the Balance, as
determined herein, shall be reported to Consultant on IRS Form 1099 for
the year 2002 and 2003.
7. This Agreement shall be binding upon the Company and the
Consultant and their successors and assigns.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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,
agreements 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:
Interstate Transfer Company
BY:__/s/_Robert Hipple________ BY:___/s/_Janis Patterson_________
Xxxxxx Xxxxxx, CEO Xxxxx Xxxxxxxxx,
Individually and as Agent
