04575\02SYPL01.000
CONSULTING AGREEMENT
CONSULTING AGREEMENT, made and executed as of March _____,
1997, between Compu-Xxxx, Inc. (the "Company"), with its principal place of
business at 00 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx and European Community
Capital ("Consultant") with its principal place of business at 000 Xxx Xxxxxxx
Xxxx, Xxxxxxx, Xxx Xxxx.
W I T N E S S E T H :
WHEREAS, Consultant is a stock brokerage and underwriter with
knowledge of the financial community and stock markets;
WHEREAS, because of the importance of Consultant's opinion,
counsel, and advice to the Company, the Company desires that Consultant remain
available to consult, guide and the Company, and Consultant desires to make
himself available for such purposes;
WHEREAS, the Company desires to retain the financial
consulting services of Consultant and Consultant desires to render such
financial consulting services to the Company upon the terms and conditions
herein set forth.
NOW, THEREFORE, in consideration of the covenants and
agreements herein contained, it is hereby agreed as follows:
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1. FINANCIAL CONSULTING SERVICES:
Commencing on the "Commencement Date" (as such term is
hereinafter defined), Consultant agrees from time to time as the Company may
request, to be available by telephone and/or in person as Consultant deems
appropriate to render business, management and other consulting services to the
Company, and to advise and assist the Company and its affiliates in conducting
their business and affairs. Consultant shall not be obligated to spend any
specific amount of time in rendering consulting services and the compensation
provided for in Paragraph 3 hereof shall be payable to Consultant even if the
Company makes no requests for advice or services. Subject to the provisions
of Paragraph 4 hereof, Consultant may accept such other consulting arrangements
and/or employment as Consultant may desire; provided, however, that Consultant
shall be reasonably available to the Company as aforesaid.
2. FINANCIAL CONSULTING TERM:
The term of this Agreement with respect to consulting
services shall be for a period of approximately three (3) years, commencing on
the date of the Closing of the Public Offering (the "Commencement Date") and
terminating on the third anniversary of the Commencement Date.
3. FINANCIAL CONSULTING FEES:
Consultant's total compensation for the financial
consulting services to be rendered to the Company shall be $108,000, payable in
full at the Closing of the Public Offering.
4. Nothing herein shall restrict Consultant from
underwriting, making a market in, or trading in the stock of a competing
company.
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5. In order to induce consultant to execute this Agreement,
perform the financial consulting services required to be performed by the
Consultant hereunder, notwithstanding the inability of Consultant to perform his
services hereunder due to any disability or incapacity, the Company shall
continue to pay to Consultant the full compensation and payments provide for
herein.
6. In the event of the insolvency, liquidation, sale or
dissolution of the Consultant prior to the termination of this Agreement, and in
order to induce Consultant to execute this Agreement, perform the financial
consulting services required to be performed by it hereunder, the Company shall
continue to pay the full compensation provided for herein, such payments to be
made to the persons or entities from time to time, designated in writing by
Consultant and if no such persons are designated to the proper representative of
Consultant.
7. Beginning on the date hereof and at any time thereafter,
Consultant shall treat as confidential and proprietary, all information relating
to the business or interests of the Company, including trade secrets and
business plans of the Company.
Consultant acknowledges that the restrictions contained in
this Paragraph 7 are reasonable in view of the nature of the business in which
the Company is engaged and its knowledge of the business of the Company. The
parties hereto acknowledge that any breach of this paragraph will cause the
Company irreparable harm for which the Company will have no adequate remedy at
law. As a result, the Company will be entitled to the issuance by a court of
competent jurisdiction of an injunction, restraining order or other equitable
relief in favor of itself, restraining Consultant from committing or continuing
any such violation. Any right to obtain an injunction, restraining order or
other equitable relief hereunder will not be deemed a waiver of any right to
assert any other remedy the Company may have under this Agreement or otherwise
at law or in equity.
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8. NOTICES:
All notices, requests, demands or other communications
hereunder must be in writing and shall be deemed to have been duly given if
delivered by hand against receipt, or if mailed by first class registered mail,
return receipt requested, postage and registry fees prepaid, and addressed to
the parties at their addresses set forth above or to such other address as
either party hereto may specify by written notice given hereunder to the other
party.
a. If to Consultant, with a copy to:
Blodnick Blodnick & Xxxxx, P.C.
Expressway Plaza Two, Suite 200
Xxxxxx Heights, New York 11577-2031
Attention: Xxxxxx X. Xxxxxxxx, Esq.
b. If to the Company, with a copy to:
Certilman, Balin, Xxxxx & Xxxxx LLP
00 Xxxxxxx Xxxxxx
Xxxx Xxxxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxx, Esq.
9. Miscellaneous.
a. No amendment of any provision of this Agreement shall in
any event be effective unless the amendment shall be in writing and signed by
the Consultant and the Company and no waiver nor consent to any departure by any
party therefrom shall in any event be effective unless such waiver or consent
shall be in writing and signed by the party waiving or consenting to such
provision, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose which is given.
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b. No failure on the part of Consultant or the Company to
exercise, and no delay in exercising, any right under this Agreement shall
operate as a waiver thereof; nor shall any single or partial exercise thereof or
the exercise of any other right. The remedies herein provided are cumulative and
not exclusive of any remedies provided by law.
c. The agreements, representations, warranties, covenants
and provisions contained in this Agreement shall survive the Closing.
d. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or thereof or affecting the validity or
enforceability of such provision in any jurisdiction.
e. This Agreement between the Company and Consultant being
entered into herewith sets forth the entire understanding of the parties hereto
with respect to all matters contemplated hereby and thereby supersedes any
previous agreements and understandings among them concerning such matters. No
statements or agreements oral or written, made prior to or at the signing hereof
shall vary, waive or modify the written terms hereof.
f. This Agreement shall be binding upon and inure to the
benefit of the Company and the Consultant and the respective successors and
assigns, except that neither the Corporation nor the Consultant may assign this
Agreement, or the rights or obligations hereunder, without the prior written
consent of the other party. This Agreement shall be governed by, and construed
in accordance with the laws of the State of New York applicable to agreements
and instruments executed and performed in the State of New York.
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g. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute but one and the same
agreement.
10. Each party shall be responsible for their own professional
fees and their own costs and expenses in regard to the negotiation and execution
of this Agreement.
11. Both parties to this agreement agree except as required by
law, they will not directly or indirectly make statements or encourage others to
make statements or release information that is designed to or could reasonably
be expected to criticize the other party.
12. Each of the parties agree that any dispute hereunder shall
be resolved by Arbitration pursuant to the rules of the NASD with said
Arbitration to take place in Manhattan or Long Island. Nothing herein shall
restrict any party to this Agreement to seek equitable relief in the New York
State Supreme Courts located in New York County and Nassau County or the Eastern
District of New York Federal Court.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
COMPU-XXXX, INC. European Community Capital, Ltd.
By:_______________________ By:____________________________
Xxxx Xxxxxxxxxx Xxxxx Xxxxxxx
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