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CONSULTING AGREEMENT
CONSULTING AGREEMENT made this 17th day of June, 1996, by
and between IGG International, Inc., of Xxx Xxxxxxx Xxxxxx,
Xxxxxxxx 000, Xxxxxxxxx, XX 00000 ("IGGI") and Xxxxxxx Xxxxxx of
00 Xxxxxxx Xxxxx, Xxxxxx, XX 00000 ("Xxxxxx").
1. IGGI hereby retains Xxxxxx to serve as a full-time
consultant with the title of Vice President - Business
Development. Xxxxxx shall render general business consulting
services to IGGI and shall focus on strategic alliances;
provided, however, that Xxxxxx and IGGI acknowledge that in the
vent Xxxxxx is successful in introducing IGGI to a party or
entity with which IGGI consummates a transaction, and it would be
commercially reasonable for IGGI to pay a broker's or finder's
fee in connection with such transaction, that IGGI will negotiate
in good faith with Xxxxxx to agree upon a reasonable fee to be
paid to Xxxxxx, it being understood that the compensation being
paid to Xxxxxx under paragraph 3 hereunder is not intended to
include compensation which would be payable as a broker's or
finder's fee; and it being further understood that in negotiating
the amount of such fee, all relevant factors, including the other
fees and costs (if any) payable by IGGI in connection with such
transaction, shall be taken into account.
2. The term of this agreement shall be one month from the
date hereof. At the end of such term, the parties may elect to
continue this agreement, to enter into a different agreement with
respect to Xxxxxx'x relationship with IGGI, or to terminate such
relationship. This agreement shall not be construed to obligate
either party to enter into any agreement following the conclusion
of such one-month term.
3. As compensation for Xxxxxx'x services to be rendered
hereunder, IGGI shall xxxxx Xxxxxx, on the last day of the term,
options to purchase 2,500 shares of IGGI's Common Stock, par
value $0.01 per share, at a purchase price of $0.01 per share.
Such options shall be immediately exercisable upon grant an, when
exercised, shall entitle Xxxxxx to receive registered, fully
transferable shares of Common Stock. Except pursuant to any
broker's or finder's fee described in paragraph 1, Xxxxxx shall
not be entitled to any cash compensation or employee benefits.
Xxxxxx shall be entitled to be reimbursed for his reasonable out-
of-pocket expenses incurred in connection with his performance of
his obligation under this agreement, provided that such expenses
shall have been approved by IGGI prior to being incurred.
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4. This agreement shall not be construed to constitute a
contract of employment, to create any continuing rights or
obligations beyond the term hereof, or to constitute the parties
as principal and agent, joint ventures or partners. Xxxxxx shall
have no right to bind IGGI without the express prior written
consent of IGGI. Xxxxxx expressly agrees that IGGI will have no
obligations with respect to withholding, unemployment, or other
taxes or employer obligations of any nature whatsoever, all of
which, to the extent applicable, shall be the sole obligation of
Xxxxxx.
5. This agreement shall be governed by the laws of the
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties have hereunto set their
hands and seals as of the date first above written.
IGG International, Inc.
BY: /s/ Xxxxxxx X. Xxxxxx, President
/s/ Xxxxxxx X. Xxxxxx
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SECOND AMENDMENT TO CONSULTING AGREEMENT
SECOND AMENDMENT TO CONSULTING AGREEMENT, made June ____,
1996 (the "Agreement") by and between IGG International, Inc., of
Xxx Xxxxxxx Xxxxxx, Xxxxxxxx 000, Xxxxxxxxx, XX 00000 ("IGGI")
and Xxxxxxx Xxxxxx of 00 Xxxxxxx Xxxxx, Xxxxxx, XX 00000
("Xxxxxx").
The parties hereby agree to amend the Agreement as follows:
the compensation to be paid Xxxxxx under the Agreement during the
extended twelve month term of the Agreement (i.e., not including
the initial one-month term of the Agreement) shall be amended
from the rate of 2,500 shares per month (as set forth in the
Amendment to the Consulting Agreement date June __, 1996) to
5,000 shares per month, issuable as follows: 2,500 of such 5,000
shares shall be issued under From S-8 and the remaining 2,500
shares shall be either restricted issuer shares or, at IGGI's
option, shares issued under Form S-8. In addition to the
foregoing, Xxxxxx will receive, as of the date hereof, 40,000
restricted issuer shares.
In all other respects, except as specifically set forth
herein, the terms of the Agreement shall continue in full force
and effect.
IN WITNESS WHEREOF, the parties have hereunto set their
hands and seals as of this 8th day of October, 1996.
IGG International, Inc.
BY: /s/ Xxxxxxx X. Xxxxxx, President
/s/ Xxxxxxx X. Xxxxxx
