EXHIBIT 10.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of December 1,
2002, by and between Lumalite Holdings, Inc. ("Lumalite"), a Nevada corporation,
and Xxxxx Bayern ("Consultant").
WHEREAS, Lumalite utilized services of Consultant for strategic
planning in connection with determining and developing markets for Lumalite
products (all of which services are hereinafter referred to collectively as the
"Services"); and
NOW, THEREFORE, in consideration of the premises and the mutual
promises set forth herein, the parties hereto covenant and agree as follows:
1. For a period beginning on February 1, 2002 and continuing through
July 1, 2002 (the "Consulting Period"), Consultant consulted with Lumalite
regarding, and assisted Lumalite in connection with, the Services.
2. During the Consulting period, Lumalite shall be entitled to
Consultant's assistance for reasonable times when and to the extent reasonably
requested by, and subject to the reasonable direction of, LumaLite's Chief
Executive Officer, President or Chief Financial Officer, or other Lumalite
personnel designated by the abovesaid officers.
3. Consultant warrants that he had no authority to, and did not, bind
Lumalite by or obtain any obligation, agreement, promise, or representation
without first obtaining the written approval of the Chief Executive Officer of
Lumalite. Consultant has not incurred any liability on behalf of Lumalite or in
any way represented or bound Lumalite in any manner or thing whatsoever and
nothing herein shall be deemed to constitute either party the agent or
representative of the other.
4. In consideration of Consultant's entering into this Agreement,
Lumalite has agreed to issue to Consultant, no earlier than 35 days following
the date hereof and no later than 65 days following the date hereof, in complete
payment to Consultant for providing the Services during the Consulting Period,
78,947 shares of LumaLite's Common Stock, which shares when issued shall be
immediately registered with the Securities and Exchange Commission pursuant to a
registration statement on Form S-8. Consultant warrants that he is the person
that provided substantially all of the services hereunder; and further warrants
that the services were not in connection with the offer or sale of securities in
a capital raising transaction, and did not directly or indirectly promote or
maintain a market for the registrant's securities.
5. Consultant understands and agrees that he is an independent
contractor rather than an employee or agent of Lumalite.
6. Consultant shall be responsible for withholding, paying and
reporting any and all required federal, state or local income, employment and
other taxes and charges. Consultant understands and agrees that Lumalite will
make no deduction from payments to Consultant for federal or state tax
withholdings, social security, unemployment, worker's compensation or disability
insurance.
7. Consultant agrees that he has not disclosed and will not, without
LumaLite's prior consent, disclose to anyone, any trade secrets of Lumalite or
any confidential, non-public information relating to LumaLite's business, plans,
operations, business targets, finances, or technology.
8. No waiver, amendment or modification of any provision of this
Agreement shall be effective unless in writing and signed by both parties. This
Agreement shall be binding upon and inure to the benefit of the heirs,
successors, permitted assigns and legal representatives of the parties. This
Agreement constitutes the entire agreement between the parties concerning the
subject matter hereof and supersedes all prior negotiations, discussions and
other agreements with respect to the subject matter hereof. This Agreement shall
be deemed to have been executed in, and shall be governed by and interpreted in
accordance with the laws of, the State of California.
IN WITNESS WHEROF, this Agreement has been executed as of December 1,
2002 by and between Consultant and Lumalite.
"CONSULTANT"
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Xxxxx Bayern
LUMALITE HOLDINGS, INC.
By:__________________________
Its:_________________________
