EXHIBIT 10.8
MANAGEMENT CONSULTING AGREEMENT
THIS MANAGEMENT CONSULTING AGREEMENT (the "Agreement") has been entered
into by and between YAK Communications (U.S.A.) Inc. having its principal place
of business at 00 Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx (the "Company"), and
Xxxxxx Capital Inc. ("Xxxxxx"), reflecting the agreement between the Company and
Xxxxxx as of November 30,1999.
WHEREAS, Xxxxxx possesses significant expertise in analyzing and
addressing management requirements, identifying and structuring strategic
alliances and mergers and acquisitions, negotiating purchase and merger
agreements and certain other areas of strategic planning;
WHEREAS, the Company desires to avail itself of the services of Xxxxxx
and Xxxxxx desires to provide to the Company the benefit of such services; and
WHEREAS, the Company and Xxxxxx expect to benefit from the carrying out
of the subject matter of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and Xxxxxx hereby agree as follows:
1. ENGAGEMENT. The Company hereby engages Xxxxxx and Xxxxxx accepts such
engagement and agrees to use its best efforts in a good and business like manner
to provide services to the Company in accordance with the terms of this
Agreement.
2. NATURE OF SERVICES. Upon the request of the Company, Xxxxxx shall
render assistance to the Company by (a) analyzing and addressing the Company's
management requirements; (b) developing strategic initiatives and related
industry partnerships, including providing assistance with respect to
acquisitions, joint ventures, and strategic business alliances; (c) assisting
with the negotiations of contracts between the Company and its customers; and
(d) meeting with the advising the Company's board of directors at the request of
the Board at least 1 time per quarter.
3. TERM. The term of this Agreement shall commence as of November 30,
1999, and continue for a period of one year.
4. REMUNERATION. The consideration to be paid by the Company to Xxxxxx
for services to be rendered hereunder shall be as follows:
i. The Company shall immediately issue to Xxxxxx an option to purchase
an aggregate of 75,000 new consolidated shares of Common Stock, as arrived at as
below, at an exercise price of $7.50(U.S.) per share. Such options shall be
exercisable for a period of four years from the date of issuance and shall be
those that will result shares from the reorganization contemplated by the
company. Such reorganization will be the consolidation of the present 19,262,000
shares of common stock (before the exercise of any options) on a one for five
basis resulting in 3,852,400 new consolidated common shares of stock.
ii. The Company shall pay to Xxxxxx a fee of $175,000 per year
throughout the Term of this Agreement. Such payments shall be payable no later
than 3 months from the date of this Agreement.
iii. In the event that Xxxxxx is instrumental in introducing the
Company to a particular merger or acquisition candidate, if upon the closing of
a merger or acquisition with such candidate there results in an increase in the
Company's revenues or pre-tax profits of at least two million dollars, the
Company and Xxxxxx agree to mutually arrive at a fair arrangement to provide for
extra compensation.
5. REGISTRATION. The Company grants to Xxxxxxx Registration Rights in
relation to the shares underlying the options granted in this agreement
consistent with the registration rights of the company's officers, granted stock
options.
6. REIMBURSEMENT OF EXPENSES. The Company shall reimburse Xxxxxx for its
out-of-pocket expenses incurred in the performance of his services hereunder,
including all costs associated with travel to the Company.
7. STATUS OF XXXXXX. The services of Xxxxxx provided pursuant to this
Agreement shall be performed for the benefit of the Company by Xxxxxx in the
capacity of an independent contractor. Xxxxxx shall not be considered, at any
time that this Agreement is in force, to be an employee of the Company.
8. CONFIDENTIALITY. Xxxxxx will not at any time disclose or use for his
own benefit or purposes or the benefit or purposes of any other person, firm,
partnership, joint venture, association, corporation or other business
organization, entity or enterprise other than the Company and any of its
subsidiaries or affiliates, any trade secrets, information, data or other
confidential information relating to customers, development programs, costs,
marketing, trading, investment, sales activities, promotion, credit and
financial data, financing methods, plans, or the business and affairs of the
Company generally, or of any subsidiary or affiliate of the Company; PROVIDED,
HOWEVER, that the foregoing shall not apply to information that is not unique to
the Company or that is or becomes through no fault of Xxxxxx generally known to
the industry or the public. All files and records relating to the Company
compiled by Xxxxxx shall be the property of the Company and shall be returned to
the Company upon termination of this Agreement.
9. WAIVER OF RIGHTS. The failure of either party to insist, in one or
more instances, upon the performance of any of the terms, covenants, agreements,
or conditions of this Agreement, or to exercise any rights hereunder, shall not
be construed as a waiver or relinquishment of such party's right to insist upon
the future performance of such term, covenant, agreement, or condition, or to
the future exercise of any such right, and the obligations of the other party
with respect to such future performance shall continue in full force and effect.
10. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby and shall remain in full force and
effect as if the invalidated provision had nor been included herein. 1.
11. NOTICES. Any notice required or desired to be given pursuant to this
Agreement shall be in writing and shall be deemed given when delivered by
facsimile transmission or three (3) days after it is deposited in the mail to
the addresses set forth below, or at such subsequent address provided by the
parties:
If to Xxxxxx Attention Art Xxxxx
0000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
If to the Company 00 Xxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
12. APPLICABLE LAW This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
13. ENTIRE AGREEMENT This Agreement constitutes the entire agreement and
understanding between the parties regarding services to be furnished to the
Company by Xxxxxx, and any and all prior agreements and/or understandings
relating thereto are superseded in their entirety by this Agreement.
IN WITNESS WHEREOF, the Company and Xxxxxx have executed this Agreement
as of the date and year first above written.
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By: /s/ XXXXXXX XXXXXXX
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Title: President,
YAK Communications (USA), Inc.
By: /s/XXXXX XXXXXXXX
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per Xxxxxx Capital Inc.
