EXHIBIT 10.4
AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of May, 2001, by and
between XXXX INTERNATIONAL, INC. , a Florida (USA) corporation, having its
principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxxx,
XX 00000, (hereinafter "XXXX" and PERROT, LTD. a Bahamian corporation, Xxxxxxxx
Xxxxx, Xxx Xxxxxx, X.X. Xxx X0000, Nassau, Bahamas (hereinafter "PERROT").
WHEREAS, XXXX has its business operations in the United States and France
among other jurisdictions, and holds a substantial controlling interest in the
stock of ELVA, S.A., a French limited company. XXXX has its principal object the
design, development and marketing of microelectronic components in all smart,
identification, security card type products and related technologies; and
WHEREAS, XXXX markets directly, and through its subsidiary, a smart payment
card with protected identification known as the VocaliD Card, the patents on
which are owned by either the parent or subsidiary; and
WHEREAS, PERROT is desirous of and has committed to furnish the services of
LIONEL ROTCAGE (hereinafter "ROTCAGE") on behalf of PERROT to assist XXXX in the
development and expansion of its business; and
WHEREAS, PERROT and ROTCAGE have the knowledge, experience and contacts
useful for the expansion of the business of XXXX and its subsidiary and is
desirous of assisting XXXX in the expansion of its business and to increase its
commercial dynamics.
WHEREFORE, XXXX and XXXXXX agree as follows:
1. ROTCAGE shall be and is hereby appointed President, Chief Executive
Officer and Director of XXXX and XXXX S.A.
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2. ROTCAGE (through PERROT) shall: (a) assist XXXX and XXXX S.A. in the
expansion of its business; (b) advise XXXX and XXXX S.A. concerning commercial
and marketing strategies; (c) be responsible for seeking institutional,
commercial or other contacts; (d) arrange strategic opportunities helpful in the
expansion of its business and installation and distribution of its network; (e)
assist XXXX and XXXX S.A. in connection with applications for the authorizations
or approvals necessary for the sale of its products or the licenses which may be
granted; (f) seek commercial contracts for XXXX and XXXX S.A. including the
terms of purchase, sale, timing, price and payment therefore; (g) canvassing and
making searches useful for the expansion of XXXX and XXXX S.A. in the high
technology field (smart, identification, security cards) and in other sectors
likely to facilitate the profits of XXXX and XXXX S.A.; (h) be responsible for
making studies of strategic and financial resources as well as all searches and
canvassing useful to XXXX and XXXX S.A. to ensure its external growth by
acquisition, capital injection, merger, split-up, or alliances or combinations;
(i) be responsible for research, studying and monitoring of the strategic
resources and of all financial operations of XXXX and XXXX S.A., including
public offerings or private financing therefore; and; (j) to take any and all
other acts he deems beneficial to XXXX and XXXX S.A.
3. PERROT and ROTCAGE shall not be exclusively dedicated to the endeavors
of XXXX and XXXX S.A. and shall be entitled to engage in other endeavors with
third parties or in his or its own endeavors as long as such endeavors do not
compete with XXXX and XXXX S.A.
4. The term of this Agreement shall be for a period of four (4) years
commencing May 1, 2001, and terminating on April 30, 2005, provided however,
this Agreement shall be renewable from year to year thereafter on the same terms
and conditions of compensation and with the same duties.
5. Compensation shall be payable to PERROT (PERROT responsible for ROTCAGE
compensation) by XXXX as follows: a total of 646,500 shares of the common stock
of XXXX for the four (4) year term, payable in advance (restricted under Rule
144); after any splits or adjustments
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in issued and outstanding stock of XXXX within ninety (90) days from the date
hereof.
6. XXXX shall reimburse PERROT and ROTCAGE for all reasonable business
expenses incurred on behalf of XXXX or XXXX S.A. during the term of this
Agreement.
7. PERROT and ROTCAGE agree that during the term of this contract and for a
period of two (2) years after termination thereof, he shall not disclose to any
third party any technical or commercial information concerning XXXX or XXXX S.A.
8. For a term of two (2) years from and after the expiration or termination
of this Agreement, PERROT and ROTCAGE shall refrain from representing or having
any direct or indirect interest in XXXX or XXXX S.A., or any similar business.
9. This Agreement is governed by the laws of the State of Florida.
10. Disputes arising hereunder shall be subject to arbitration in
accordance with the rules governing arbitration in the United States and
specifically in the jurisdiction of Florida.
IN TESTIMONY WHEREOF, witness the signatures of the parties hereto.
XXXX S.A. ELVA INTERNATIONAL, INC.
By: /s/ Xxxxxxx Xxxxx By:/s/ Xxxxxx Xxxxxx
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By: /s/ Xxxxxx Xxxxxx By: /s/ Lionel Rotcage
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Xxxxxx Xxxxxx, Director Lionel Rotcage, Director
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxxxx
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Xxxxxxx Xxxxx, Director Xxxxx Xxxxxxxx, Director
PERROT, LTD.
By:/s/ Lionel Rotcage
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