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 Xxxxxx & Xxxxxx, LLP, a New Jersey limited liability
partnership ("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 legal and business consulting services
("Consulting Services"); 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 $28,257.50 (the "Balance"), the Consultant shall
receive up to one million (1,000,000) S-8 shares of Company's common stock,
par value $.001 (the "Shares"), with such shares to be issued in
installments, as hereafter provided, until such time as Consultant's
outstanding fee due has been paid in full. 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 principals of Consultant, Xxxxxxx X.
Xxxxxx and Xxxxx X. Xxxxxx (the "Principals"), in the ratio of 80 percent
and 20 percent, respectively. The Shares shall be issued in installments,
the first of which shall be 250,000 shares of the Shares. Following
issuance of the first 250,000 shares of the Shares, the Principals shall
sell the shares on the open market, and shall provide the Company with
copies of brokerage statements reflecting the sale of the Shares. The net
sale proceeds after brokerage commissions shall be applied as a credit
against the Balance and, if there is still an unpaid amount of the Balance
thereafter, the Company shall issue a second installment of up to 250,000
shares of the Shares, or, if less, the number of shares which is equal to
the remainder of the Balance divided by the closing price of the Company's
common shares on the OTC BB exchange on the day prior to the day of issue.
Additional installments of the Shares shall thereafter be issued on the same
terms and conditions until such time as the entire Balance has been paid in
full. In the event that the Balance has not been paid in full from the net
sale proceeds of the Shares, then the Company undertakes to issue additional
shares of its common stock, and to register such shares pursuant to an S-8
registration, if necessary, so that additional installments of shares can be
issued to the Principals to satisfy the remaining Balance, on the same terms
and conditions set forth above.
2. The Consultant shall use the Consultant's best efforts to assist the
Company by providing the Consulting Services.
3. The Consultant and the Principals 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 Principals 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 Principals each understands and agrees that Consultant
and the Principals 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 Principals each covenants and agrees that Consultant and the Principals
each will make no claim, contention or argument that Consultant and the
Principals each is or ever was an employee of the Company or any of its
parent, subsidiaries or affiliates.
4. The Consultant and the Principals 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 Principals or
any person or entity acting for or on behalf of the Consultant and the
Principals.
5. The Company and its present and future subsidiaries jointly and
severally agree to indemnify and hold harmless the Consultant and the
Principals each against any loss, claim, damage or liability whatsoever,
(including reasonable attorneys' fees and expenses), to which Consultant and
the Principals 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 Principals each pursuant to this Agreement unless such loss, claim,
damage or liability arose out of Consultant's and the Principals'
negligence, or intentional misconduct. The Company and its subsidiaries
agree to reimburse Consultant and the Principals 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
Principals each agrees to repay the Company or its subsidiaries if it is
ultimately determined that Consultant or the Principals is not entitled to
such indemnity. In case any action, suit or proceeding shall be brought or
threatened, in writing, against Consultant and the Principals, it shall
notify the Company within three (3) days after the Consultant and the
Principals 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 Principals 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 Principals, then the Company shall have the
right to appoint alternative counsel for Consultant and the Principals
reasonably acceptable to Consultant and the Principals, 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
Principals, 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 Principals
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 Principals each covenants and agrees that the
Shares shall be and represent full payment and discharge of any claim by
Consultant and the Principals 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 Principals 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.
7. Consultant and the Principals each covenants and agrees that the
Shares shall be and represent full payment and discharge of any claim by
Consultant and the Principals 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 Principals 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.
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 New Jersey, 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 an appropriate court
of New Jersey having jurisdiction.
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, 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:
XXXXXX & JACLIN, LLP
BY:__/s/_Drew Roberts___________ BY:__/s/_Richard I. Anslow________
Xxxx Xxxxxxx. Vice President Xxxxxxx X. Xxxxxx, Individually
and as Agent
BY:__/s/_Gregg Jaclin_____________
Xxxxx Xxxxxx, Individually and as
Agent
