CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") made and entered into as of the
15th day of March 2001, by and between Versacom International, Inc. (the
"Corporation"), and Avi Mirman (jointly and severally the "Consultant").
1. APPOINTMENT OF CONSULTANT. The Corporation appoints the Consultant and
the Consultant accepts appointment on the terms and conditions provided
in this Agreement as a consultant to the Corporation's business,
including any other corporations hereafter formed or acquired by the
Corporation to engage in any business.
2. SCOPE OF SERVICES. The Consultant shall provide long and short term
plans for the Company's financing and capital projects and will render
advice as to shareholder relations; relations with broker-dealers and
Investment Bankers and shall also render such advice as the President
requests.
3. BOARD OF DIRECTORS SUPERVISION. The activities of the Consultant to be
performed under this Agreement shall be subject to the supervision of
the Board of Directors of the Corporation (the "Board") to the extent
required by applicable law or regulation and subject to reasonable
policies not inconsistent with the terms of this Agreement adopted by
the Board and in effect from time to time. Where not required by
applicable law or regulation, the Consultant shall not require the
prior approval of the Board to perform its duties under this Agreement.
The Board has approved this Agreement.
4. AUTHORITY OF CONSULTANT. Subject to any limitations imposed by
applicable law or regulation, the Consultant shall render management
and consulting services to the Corporation, which services shall
include advice and assistance concerning any and all aspects of the
operations and planning of the Corporation as needed from time to time.
2
These services shall include but not be limited to conducting relations
on behalf of the Corporation with accountants, attorneys, and financial
advisors. The Consultant will also make reports to the Corporation as
requested by the Board of Directors. The Consultant will use its best
efforts to cause its employees and agents to give the Corporation the
benefit of their special knowledge, skill and business expertise to the
extent relevant to the Corporation's business and affairs. The
Consultant shall make introductions to companies who are possible
strategic partners, and assist the Corporation in developing strategic
relationships with these companies. The Consultant shall find,
interview and assist the Corporation in hiring executives as the need
for such executives arises. In addition, the consultant shall render
advice and expertise in connection with any acquisitions or
dispositions taken by the Corporation and shall from time to time bring
to the attention of the Corporation acquisition opportunities as the
Consultant deems appropriate in its sole discretion.
5. REIMBURSEMENT OF EXPENSES; INDEPENDENT CONTRACTOR. All obligations or
expenses reasonably incurred by the Consultant in the performance of
its duties under this Agreement, which are performed with the prior
written or oral approval of the Corporation shall be for the account
of, on behalf of, and at the expense of the Corporation. Provided that
no such written or oral approval shall be required for reimbursement of
any individual expense that is less than $100. The Consultant shall not
be obligated to make any advance to or for the account of the
Corporation without assurance that the necessary funds are held in
accounts maintained by the Corporation; nor shall the Consultant be
obligated to incur any liability or obligation for the account of the
Corporation without assurance that the necessary funds for the
discharge of such liability or obligation will be provided. The
Corporation shall reimburse each such expense within 15 days of
submission by the Consultant to the Corporation of a properly
documented expense report. The Consultant shall be an independent
contractor, and nothing contained in this Agreement shall be deemed or
construed (i) to create a partnership or joint venture between the
Corporation and the Consultant; or (ii) to cause the Consultant to be
responsible in any way for the debts, liabilities or obligations of the
Corporation or any other party; or (iii) to constitute the Consultant
or any of its employees as employees, officers or agents of the
Corporation. The Consultant shall not hold itself out or permit itself
to be regarded (to the extent practical) as an employee, officer or
agent of the Corporation and shall strictly avoid any act or omission
that may reasonably lead to a contractual or tortuous claim against or
liability to the Corporation.
3
6. OTHER ACTIVITIES OF CONSULTANT. The Corporation acknowledges and agrees
that neither the Consultant nor any of the Consultant's employees,
officers, directors, affiliates or associates shall be required to
devote full time business efforts to the duties of the Consultant
specified in this Agreement, but instead shall devote only so much of
such time and efforts as the Consultant reasonably deems necessary to
fulfill its obligations under this Agreement. The Corporation further
acknowledges and agrees that the Consultant and its affiliates are
engaged in the business of advising other clients of plans to continue
to be engaged in such businesses during the term of the Agreement. No
aspect or element of such activities shall be deemed to be engaged in
for the benefit of the Corporation or any of its subsidiaries or to
constitute a conflict of interest.
7. COMPENSATION OF CONSULTANT. In consideration of Consultant's agreement
to provide the consulting services described herein, the Corporation
will authorize and issue 1,100,000 shares of common stock of the
Corporation to the consultant. In the event the Corporation elects to
include the Consultant's shares in a Form S-8 Registration Statement,
such shares shall not be used for capital financing purposes.
8. TERM. This Agreement shall commence as of the date hereof and shall
remain in effect through December 31, 2002.
4
9. TERMINATION UPON BREACH. Either the Corporation or the Consultant may
terminate this Agreement in the event of the breach of any of the
material terms or provisions of this Agreement by the other party,
which breach is not cured within 10 business days after notice of the
same is given to the party alleged to be in breach by the other party.
10. STANDARD OF CARE. The Consultant (including any person or entity acting
for or on behalf of the Consultant) shall not be liable for any damages
suffered by the Corporation which are caused by any mistake of fact,
errors of judgment, or by any acts or omissions of any kind of the
Consultant, unless caused by the intentional misconduct, recklessness
or gross negligence of the Consultant. Consultant agrees that it will
comply with all applicable U.S. federal or state securities laws and
that any material violation thereto will constitute a breach of this
Agreement.
11. CONFIDENTIALITY. All information, knowledge and data relating to or
concerned with the operations, business and affairs of the Consultant
or the Corporation which are exchanged by the parties hereto in
connection with the performance by the Consultant of its duties
hereunder shall be the property of the Corporation. The information,
knowledge and data shall be treated as confidential information and
shall be held in a fiduciary capacity by the parties hereunder. Neither
the Consultant nor the Corporation shall disclose or divulge such
information to any firm, person, corporation, or other entity other
than as required by law or in connection with the performance of its
duties hereunder.
12. NON-COMPETITION. During the "Restricted Period" (as hereinafter
defined), the Consultant agrees not to (and shall cause each of its
employees and Affiliates not to) directly or indirectly, alone or as a
partner, officer, director, employee, consultant, agent, independent
contractor, member or stockholder of an company or person, engage in
(or have a pecuniary, financial or beneficial interest in) the business
of the Corporation. The Consultant further agrees that, during the
Restricted Period, the Consultant shall not in any capacity, either
5
separately, jointly or in association with others, directly or
indirectly do any of the following: (a) employ or seek to employ any
person or agent who is then employed or retained by the Corporation (or
who was so employed or retained at any time within the two (2) years
prior to the date either Consultant employs or seeks to employ such
person); and (b) solicit, induce, or influence any proprietor, partner,
stockholder, lender, director, officer, employee, joint venture,
investor, consultant, agent, lesser, supplier, customer or any other
person which has a business relationship with the Corporation or any
subsidiary, at any time during the Restricted Period, to discontinue or
reduce or modify the extent of such relationship with the Corporation.
The Restricted Period shall mean one year after the date of termination
of this Agreement.
13. INDEMNIFICATION OF CONSULTANT. The Corporation hereby agrees to
indemnify and hold harmless the Consultant and its present and future
officers, directors, affiliates, employees, and agents, ("Indemnified
Parties") to the fullest extent permitted by law for actions of the
Corporation set forth in Schedule B. The Corporation further agrees to
reimburse the Indemnified Parties on a monthly basis for any cost of
defending any active investigation (including attorney's fess and
expenses) subject to an undertaking from such Indemnified Party to
repay the Corporation if such party is determined not to be entitled to
such indemnity.
14. ASSIGNMENT. Without the consent of the Consultant, the Corporation
shall not assign, transfer or convey any of its rights, duties or
interest under this Agreement; nor shall it delegate any of the
obligations or duties required to be kept or performed by it hereunder.
The Consultant shall not assign, transfer or convey any of its rights,
duties or interests under this Agreement, nor shall it delegate any of
the obligations or duties required to be kept or performed by it under
this Agreement, except that the Consultant may transfer its rights and
obligations hereunder to one if its affiliates, or to an assignee who
utilizes the services of employees of the Consultant.
6
15. NOTICES. All notices, demands, consents, approvals and requests given
by either party to the other hereunder shall be in writing and shall be
personally delivered or sent by registered or certified mail, return
receipt requested, postage prepaid, to the parties at the following
addresses:
If to the Corporation:
Versacom International, Inc.
000 XX 00xx Xxxxxx
Xxxx Xxxxx, XX 00000
Att: Xxxx Xxxxxx
If to the Consultant:
Avi Mirman
Xxx Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Any party may at any time change its respective address by sending
written notice to the other party of the change in the manner
hereinabove prescribed.
16. SEVERABILITY. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent,
be invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other
than those as to which it is held invalid or enforceable, shall be
valid and be enforced to the fullest extent permitted by law.
17. NO WAIVER. The failure by any party to exercise any right, remedy or
elections herein contained, or permitted by law, shall not constitute
or be construed as a waiver or relinquishment for the future exercise
of such right, remedy or election, but the same shall continue and
remain in full force and effect. All rights and remedies that any party
may have at law, in equity or otherwise upon breach of any term or
condition of this Agreement, shall be distinct, separate and cumulative
rights and remedies and no one of them, whether exercised or not, shall
be deemed to be in exclusion of any other right or remedy.
7
18. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parities hereto with respect to the matters herein contained and
any change or modification must be in writing and signed by the party
against whom enforcement of the change or modification is sought.
19. GOVERNING LAWS This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. The sole venue for
any action relative to this agreement shall be in the State or Federal
Courts of Palm Beach County, Florida.
IN WITNESS WHEREOF, if the parties hereto have caused this Consulting
Agreement to be duly executed by their authorized representatives as of
the date first above written.
Versacom International, Inc.
By:/s/ Xxxx Xxxxxx
---------------------------
Name: /s/ Avi Mirman
Name: Xxxx Xxxxxx ---------------------------
-----------------------
Title: President & CEO
----------------------
8
