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CONSULTING AGREEMENT
THIS AGREEMENT is dated as of the 19th day of February, 0000
X X X X X X N :
GLOBESAT HOLDING CORP., a corporation incorporated
under the laws of the State of Utah
(hereinafter referred to as the "Corporation")
- and -
TODDINGTON INVESTMENTS, LTD., a corporation
incorporated
under the laws of the Turks & Caicos
(hereinafter referred to as the "Consultant")
WHEREAS the Corporation wishes to retain the service of the
Consultant as a consultant of the Corporation, and the Consultant
desires to serve as consultant for the Corporation;
AND WHEREAS the Corporation has entered into the Joint Venture
Agreement (as defined below);
AND WHEREAS the parties hereto wish to set out the terms and
conditions of the Consultant's tenure with the Corporation;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the premises and of the respective covenants and agreements
herein contained and for other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged), it is
hereby agreed by and between the parties hereto as follows:
Consulting Arrangement
1. The Consultant shall be engaged as consultant by the
Corporation and shall, to the satisfaction of the Corporation,
faithfully, honestly and diligently perform such duties and
responsibilities and exercise such powers as the Corporation may,
acting reasonably, from time to time decide in connection with the
introduction and facilitation of meetings with key representatives
of Startech Environmental Corporation ("Startech").
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2. The Corporation shall engage the Consultant and the Consultant
shall serve the Corporation as consultant upon and subject to the
terms and conditions of this Agreement, commencing on the date
hereof until termination in accordance with the provisions of this
Agreement.
Compensation
3. Upon the execution of a joint venture agreement between the
Corporation, or an affiliate, and Startech, or an affiliate, in
connection with the establishment of a joint venture between the
parties in respect of commercializing certain plasma waste
converter systems developed by Startech which are designed to
convert tires into commodity products, principally comprised of
iron and synthetic gas (the "Joint Venture Agreement"), the
Corporation shall issue to the Consultant 400,000 shares of common
stock in the capital of the Corporation (the "GSAT Common Shares")
pursuant to Regulation S promulgated under the United States
Securities Act of 1933, as amended (the "Act").
Termination of Consulting Arrangement
4. The consulting arrangement with the Consultant may be
terminated by the Corporation at any time without prior notice for
cause. Notwithstanding such termination, the Consultant shall be
entitled to retain the GSAT Common Shares issued hereunder.
5. The term of this consulting agreement shall, unless terminated
earlier in accordance with section 4 or 6 hereof, automatically end
on a date which is one year from the date hereof.
6. The Consultant may at any time resign upon 30 days' advance
notice to the Corporation of such resignation. Notwithstanding
such resignation, the Consultant shall be entitled to retain the
GSAT Common Shares issued hereunder.
Representations and Warranties of the Consultant
7. The Consultant hereby represents and warrants to the
Corporation (which representations and warranties shall survive the
execution of this Agreement) that:
a. the Consultant is duly incorporated and validly subsisting
under the laws of its jurisdiction of incorporation and has all
requisite power and authority to enter into this Agreement and
perform its obligations hereunder;
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b. this Agreement has been duly authorized, executed and
delivered by, and constitutes a legal, valid, binding and
enforceable obligation of, the Consultant;
c. the execution and delivery of this Agreement by the Consultant
and the performance and compliance with the terms hereof will not
result in any breach, or be in conflict with, or constitute a
default under, or create a state of facts which after notice or
lapse of time or both, will constitute a default under, any term or
provision of the Consultant's constating documents, by-laws or
resolutions or any indenture, contract, agreement (whether written
or oral), instrument or other document to which the Consultant is
a party or to which it is subject, or any judgment, decree, order,
statute, rule or regulation applicable to it;
d. the Consultant is neither a "U.S. Person" (as defined in Rule
902(1) of Regulation S promulgated under the Act) and is not
obtaining the GSAT Common Shares for the account or benefit of any
U.S. Person or is a U.S. Person who purchased the GSAT Common
Shares in a transaction that did not require registration under the
Act;
e. the Consultant was not formed by a U.S. Person principally for
the purpose of investing in securities not registered under the Act
or is owned by accredited investors (as that term is defined in
Rule 501(a) of the Act) who are not natural persons, estates or
trusts;
f. neither the Consultant nor any of its "affiliates" (persons
directly or indirectly controlling, controlled by or under common
control of or any person) acting on behalf of the Consultant or any
such affiliate of the Consultant has or will engage in any
"directed selling efforts" as such term is defined in Rule 902 of
Regulation S which may condition the U.S. market with respect to
the GSAT Common Shares;
g. the Consultant understands that the GSAT Common Shares have
not been approved or disapproved by the Securities and Exchange
Commission or any state securities agencies and no registration
statement has been filed with any regulatory agency;
h. the Consultant is not an underwriter and would be acquiring
the GSAT Common Shares solely for investment for its own account
and not with a view to, or for, resale in connection with a
distribution within the meaning of the Act, the state securities
acts or any other applicable state securities acts;
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i. to the extent that any federal and/or state securities laws
shall require, the Consultant hereby agrees that any securities
acquired pursuant to this Agreement shall be without preference as
to assets;
j. the certificate for the GSAT Common Shares acquired hereby
will contain a legend that transfer is prohibited except in
accordance with the provisions of Regulation S;
k. the offer and sale of the GSAT Common Shares referred to
herein is being made outside the United States within the meaning
of Regulation 901 and is in full compliance with Regulation 903;
l. the Consultant agrees to resell such GSAT Common Shares only
in accordance with the provisions of Regulation S, pursuant to
registration under the Act, or pursuant to an available exemption
from registration;
m. the Consultant has not and will not have a "short" position in
the GSAT Common Shares at any time following 40 days from the date
of acquisition of the GSAT Common Shares;
n. all information which the Consultant has provided to the
Corporation concerning the Consultant including all information
contained herein, is complete and correct as of the date of this
Agreement and, if there should be any material change in such
information while this Agreement is in force, the Consultant will
immediately provide the Corporation with such information; and
o. the Consultant acknowledges and agrees that the foregoing
representations and warranties are made by it with the intention
that they may be relied upon in determining the Consultant's
eligibility to acquire the GSAT Common Shares under relevant
securities legislation. The Consultant agrees to indemnify GSAT
and its and his respective directors, officers, employees and
agents, as the case may be, against all losses, claims, costs,
expenses and damages or liabilities which any of them may suffer or
incur caused by or arising from reliance thereon.
Representations and Warranties of the Corporation
8. The Corporation hereby represents and warrants to the
Consultant (which representations and warranties shall survive the
execution of this Agreement) that:
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a. the Corporation is duly incorporated and validly subsisting
under the laws of the State of Utah and has all requisite power and
authority to enter into this Agreement and perform its obligations
hereunder;
b. this Agreement has been duly authorized, executed and
delivered by, and constitutes a legal, valid, binding and
enforceable obligation of, the Corporation; and
c. the execution and delivery of this Agreement by the
Corporation and the performance and compliance with the terms
hereof will not result in any breach, or be in conflict with, or
constitute a default under, or create a state of facts which after
notice or lapse of time or both, will constitute a default under,
any term or provision of the Corporation's constating documents,
by-laws or resolutions or any indenture, contract, agreement
(whether written or oral), instrument or other document to which
the Corporation is a party or to which it is subject, or any
judgment, decree, order, statute, rule or regulation applicable to
it.
Confidentiality
9. The Consultant acknowledges that in the course of its
performance of its duties with the Corporation it will be privy to
information confidential and proprietary to the Corporation and to
its clients ("Confidential Information"). Such Confidential
Information includes but is not limited to: secret business methods
and systems of the Corporation; the terms of contractual relations
with clients; subscriber lists; confidential information of
clients; business strategic development plans; financial
information and internal practices and procedures in respect of the
Corporation.
10. The Consultant hereby acknowledges that the disclosure of the
Confidential Information referred to in section 9 herein to any
third party would be harmful to the business interests of the
Corporation. The Consultant therefore agrees and undertakes that
it shall not at any time, either during its tenure hereunder or
thereafter, directly or indirectly, reveal to any third party any
such Confidential Information, directly or indirectly utilize, in
any way, either on its own behalf or on behalf of any third party,
any such Confidential Information except any such Confidential
Information which may hereafter be in the public domain.
11. Upon termination of its consulting arrangement with the
Corporation, the Consultant shall promptly return to the
Corporation originals or copies of any and all materials,
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documents, notes, including, customer lists, records, drawings and
other customer information, all samples, market share reports,
customer contracts, prices and rates, account management, data
processing programs and financial information, which is in the
Consultant's possession or control and relates or belongs to the
Corporation.
Relationship of the Parties
12. This Agreement shall not constitute an employer-employee
relationship. It is the intention of each party that the
Consultant shall be an independent contractor and not an employee
of the Corporation. The Consultant shall not have authority to act
as the agent of the Corporation except when such authority is
specifically delegated to the Consultant by the Corporation.
General Contract Provisions
13. The Consultant covenants and agrees to deliver such documents,
certificates, assurances and other instruments as may be required
to carry out the provisions of this Agreement.
14. This Agreement may not be assigned by either party without the
prior written consent of the other party hereto.
15. This Agreement shall enure to the benefit of and be binding
upon the successors and permitted assigns of the parties hereto.
16. The provisions of this Agreement shall be governed by and
interpreted in accordance with the laws of the Province of Ontario.
17. This Agreement constitutes the entire agreement between the
parties hereto pertaining to the subject matter hereof. There are
no warranties, representations or agreements between the parties in
connection with such subject matter except as specifically set
forth or referred to in this Agreement. Except as expressly
provided in this Agreement, no amendment, waiver or termination of
this Agreement shall be binding unless executed in writing by the
party to be bound thereby. No waiver of any other provision of
this Agreement shall constitute a waiver of any other provision nor
shall any waiver of any provision of this Agreement constitute a
continuing waiver unless otherwise expressly provided.
18. If any covenant or provision in this Agreement is determined
to be void or unenforceable in whole or in part, such covenant or
provision shall be severable from all other covenants and
provisions hereof and shall not affect or impair the validity of
any other covenant or provision hereof.
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19. Any notice, designation, communication, request, demand or
other document, required or permitted to be given or sent or
delivered hereunder to any party hereto shall be in writing and
shall be sufficiently given or sent or delivered if it is
a. delivered personally to such party or to an officer or
director of such party, as applicable, or
b. sent to the party entitled to receive it by registered mail,
postage prepaid, mailed in Canada, or
c. sent by telecopy machine.
Notices shall be sent to the following addresses or telecopy
numbers:
a. in the case of the Corporation:
BCE Place
000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Mr. Avi X. Xxxxxxxxxx
Telecopier: (000) 000-0000
b. in the case of the Consultant:
c/o G. Xxxxx Xxxxxx
0000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx
X0X 0X0
Attention: Mr. G. Xxxxx Xxxxxx
Telecopier: (000) 000-0000
or to such other address or telecopier number as the party entitled
to or receiving such notice, designation, communication, request,
demand or other document shall, by a notice given in accordance
with this section, have communicated to the party giving or sending
or delivering such notice, designation, communication, request,
demand or other document.
Any notice, designation, communication, request, demand or
other document given or sent or delivered as aforesaid shall
d. if delivered as aforesaid, be deemed to have been given, sent,
delivered and received on the date of delivery;
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e. if sent by mail as aforesaid, be deemed to have been given,
sent, delivered and received (but not actually received) on the
fourth business day following the date of mailing, unless at any
time between the date of mailing and the fourth business day
thereafter there is a discontinuance or interruption of regular
postal service, whether due to strike or lockout or work slowdown,
affecting postal service at the point of dispatch or delivery or
any intermediate point, in which case the same shall be deemed to
have been given, sent, delivered and received in the ordinary
course of the mails, allowing for such discontinuance or
interruption of regular postal service; and
f. if sent by telecopy machine, be deemed to have been given,
sent, delivered and received on the date the sender receives the
telecopy answer back confirming receipt by the recipient.
20. The parties hereto agree that this Agreement may be
transmitted by facsimile or such similar device and that the
reproduction of signatures by facsimile or such similar device will
be treated as binding as if originals and each party hereto
undertakes to provide the other party hereto with a copy of this
Agreement bearing original signatures forthwith upon demand.
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IN WITNESS WHEREOF this Agreement has been executed by
the parties hereto.
GLOBESAT HOLDING CORP.
Per: /S/ Xxx X. Xxxxxxxxxx, Chairman and Chief Executive Officer
TODDINGTON INVESTMENTS, LTD.
Per: /S/ G. Xxxxx Xxxxxx, Designated Signing Officer
