Exhibit 4.5
CONSULTING AGREEMENT
This term sheet is intended to set forth the agreement reached by and between
Security Asset Capital Corporation, (SCYA), 000 X Xxxxxx #0000, Xxx Xxxxx,
Xxxxxxxxxx, 00000 and Xxxxxxxx Xxxxx, (LD), Bedford New York with regards to
providing consulting services by LD to SCYA.
TERM: The term of this agreement shall be for one year that shall have deemed to
commenced on June 18, 2002. This agreement shall terminate on June 17, 2003 and
any and all extensions or modifications shall be by subsequent written agreement
of the parties.
SCOPE OF WORK: LD shall provide SCYA with consulting services that include
assisting SCYA in developing its technology process specifically for its Debt
Registry function which has been created by SCYA for the purposes of registering
consumer debt considered in default by various creditors including banks and
other lending institutions; developing a potential insurance product which will
insure that proper title has passed from sellers of bulk consumer debt to buyers
of bulk consumer debt; assisting in introductions to lending institutions which
are in the business either selling or buying consumer debt; assistance in the
development of marketing strategies for SCYA; assistance in procuring investors
and/or lenders for the company either through private placements or through the
public offering of securities which shall always be in conformity with law.
It is expressly understood that LD shall not be required to provide full time
work to SCYA but shall make himself reasonably available for consultations and
meetings. It is further expressly understood that LD shall not be required to
join the company's Board of Directors nor shall he be considered an officer or a
person with authority to bind the company in any way. SCYA acknowledges that LD
has introduced Xxxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxxxx to SCYA and that said
introductions are deemed to have had a material positive impact which may be
continuous in nature, upon the Company's business.
COMPENSATION LD shall receive as compensation for the services set forth herein,
five hundred thousand shares of SCYA - regardless of their value at the time of
issuance - which shares shall be fully registered without restriction and shall
be fully capable of sale on the open market. SCYA shall immediately take such
steps as are necessary to register and issue said shares of stock as are
necessary to comply with this term sheet and in accordance with applicable
federal, state and local laws. . Furthermore, LD shall receive a warrant for the
stock of SCYA which warrant shall permit LD to purchase for a period of five
years, five hundred thousand shares of stock at a price of 9 cents per share. It
is further agreed that LD shall have the right to transfer said shares and
warrant to Leader Associates, Inc., a New York corporation of which he is the
President, and a Director. SCYA shall also reimburse LD for all expenses such as
travel, meals, etc. which shall not be expended by LD without the prior approval
of SCYA. It is understood that there shall be no obligation on the part of LD to
perform any services hereunder until such time as said shares of stock have been
issued and delivered to him in accordance with this agreement.
PRESS RELEASES The parties shall not issue any press releases without the mutual
consent of each other. The time and manner of said releases shall also be agreed
upon by the parties. SCYA shall not be permitted to use the names "Xxxxxxxx
Xxxxx" or "Leader Associates", in any marketing and promotional material or in
any press releases, without the express written consent of LD.
BINDING NATURE This term sheet shall be binding upon the parties when fully
executed subject only to a more formal written agreement. However, the failure
on the part of SCYA to deliver the aforementioned shares of stock in accordance
with this term sheet by close of business July 22, 2002, shall be deemed to be a
material breach and SCYA shall not thereafter be entitled to receive any of the
services or products to be rendered by LD.
JURISDICTION In the event a dispute arises between the parties hereunder,
jurisdiction is, by consent, agreed to be in the courts of the State of New
York, County of Westchester. Furthermore, it is agreed that this agreement has
been entered into in the State of New York, County of Westchester.
Dated: June 2002
/S/ Xxxxxxxx Xxxxx /S/ Xxxxx Xxxxxx
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Xxxxxxxx Xxxxx Xxxxx Xxxxxx, CEO
/S/ Xxxxxxx Xxxxxx /S/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, Ex. V.P. Xxxxxxx Xxxxxx, President