DATED 10th FEBRUARY 1999
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(1) MSU (UK) LIMITED
(2) XXXXXXXXXX INTERNATIONAL
CONSULTANCY AGREEMENT
PHOENIX XXXXXXX
CARDIFF UNITED KINGDOM
WDS/MSU/1M78013
CONTENTS
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PARTIES
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CLAUSES
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1. Interpretation
2. Consultancy Services
3. Duration
4. Consultant's Obligations
5. Fee
6. Expenses
7. Termination
8. Confidential Information
9. Tax Liabilities
10. Entire Agreement
11. Notices
12. Governing Law Jurisdiction and Service of Process
13. Restriction of Assignment
THIS AGREEMENT is made 10th February 1999
PARTIES
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(1) MSU (UK) LIMITED whose registered office is at 526-528 Elder House Elder
Gate Xxxxxx Keynes United Kingdom MK9 1LR ("the Company")
(2) XxXxxxxxxx International of 13750 XX 000 Xxxxx Xxxxx 000 Xxx Xxxxxxx Xxxxx
00000 Xxxxxx Xxxxxx of America ("the Consultant")
AGREEMENT
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1. INTERPRETATION
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In this Agreement:
1.1 The following words and expressions shall have the following meanings:
"the Commencement Date" 10th February 1999
"Services" the services to be provided by the
Consultant to the Company set out in the
Schedule to this Agreement
"the Territory" the United States of America or such
other countries as shall time to time be
agreed in writing
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2. CONSULTANCY SERVICES
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The Company engages the Consultant to provide the Services to the Company and
the Consultant agrees to provide the Services upon the terms and conditons set
out in this Agreement
2. DURATION
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This Agreement shall commence on the Commencement Date and subject to the
provisions of clause 7 shall be for an initial term of 6 months terminating on
the 9th August 1999. The Company may at its option extend the term of this
agreement for a further term from 9th August 1999.
4. CONSULTANT'S OBLIGATIONS
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4.1 During the period of this Agreement the Consultant shall make himself or his
staff available to the Company and devote such of his time attention and
abilities to the Company's business for such periods during each week of
this Agreement as may be necessary to fulfil his obligations in the
Territory
4.2 The Consultant shall perform his obligations and provide the Services with
reasonable skill and care
5. FEE
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In consideration of the Services to be rendered by the Consultant the Company
shall pay to the Consulant:-
5.1 a monthly fee of $7,500.00 per month payable monthly in arrears to be paid
within 14 days of delivery of the Consultant's invoice therefor
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5.2 by way of further consideration to issue upon execution of this agreement
100,000 warrants of MSU Corporation Common Stock exercisable at $1.50 for
a term of 5 years from the Commencement Date. In the event of the Company
electing an extension of the Term for a second period of 6 months pursuant
to cl 3 above the Consultant shall be entitled to receive a further
100,000 warrants of MSU Corporation Common Stock exercisable at $1.50 for
a term of 5 years from the Commencement Date.
5.3 In the event of the Company electing to extend the Term for a period in
excess of one year for any reason then the Consultant shall be entitled to
exercise any further warrants at a price of $1.50
6. EXPENSES
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The Company shall reimburse to the Consultant all travelling and other out of
pocket expenses reasonably incurred by him in the proper provision of the
Services provided that on request the Consultant shall provide the Company with
such vouchers or other evidence of actual payment of such expenses that the
Company may reasonably require. All expenses incurred in excess of $1000.00 in
respect of any single item or $3000.00 cumulatively in any one month period
shall require the prior written approval of the Company.
7. TERMINATION
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Notwithstanding Clause 3:-
7.1 the Company may be notice in writing immediately terminate this Agreement
if the Consultant shall:-
7.1.1 be in breach of any of the terms of this Agreement which in the case
of a breach capable of remedy is not remedied by the Consultant
within 21 days of receipt by the Consultant of a notice from the
Company specifying the breach and requiring its remedy
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7.1.2 be incompetent guilty of gross misconduct and/or any serious or
persistent negligence in respect of his obligations hereunder
7.1.3 fail or refuse after written warning to carry out the duties
reasonably and properly required of him hereunder
7.1.4 be unable through illness or injury to provide any services to the
Company
7.2 the Consultant may by notice in writing immediately terminate this
Agreement if:
7.2.1 the Company shall fail to make punctual payment of all sums due to
the Consultant under the terms of this Agreement
7.2.2 the Company is unable to pay its debts or enters into compulsory or
voluntary liquidation (other than for the purpose of effecting a
reconstruction or amalgamation in such manner that the Company
resulting from such reconstruction or amalgamation if a different
legal entity shall agree to be bound by and assume the obligations
of the Company under this Agreement) or compounds with or convenes
a meeting of its creditors or has a receiver or manager or an
administrator appointed or ceases for any reason to carry on
business or takes or suffers any similar action which in the opinion
of the Consultant means that the Company may be unable to pay its
debts
8. CONFIDENTIALITY
8.1 The Consultant shall not except as authorised or required by his
obligations reveal to any person any information concerning the Company
which may come to his knowledge and shall keep with complete secrecy all
information entrusted to him and shall not use or attempt to use any such
information in any manner which may injure or cause loss either directly or
indirectly to the Company or its business or may be likely so to do
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8.2 This restriction shall continue to apply at the termination of this
Agreement without limit in point of time but shall cease to apply to
information which may come into the public domain other than through the
fault of the Consultant
8.3 The Consultant or his personal representatives shall upon the termination
of his engagement immediately deliver up to the Company all correspondence
documents specification papers and property belonging to the Client (and
all copies thereof) which may be in his possession under his control
9. TAX LIABILITIES
It is hereby declared that it is the intention of the parties that the
Consultant shall be responsible for all tax liabilities or similar charges in
respect of his fees and the Consultant hereby indemnifies the Company in respect
of any claims that may be made by the relevant authorities against the Company
in respect of tax or similar charges relating to the Services provided hereunder
10. INDEMNIFICATION
10.1 The Consultant shall fully indemnify and hold harmless the Company against
any claims costs and expenses or actions brought by third parties against
the Company arising from the services rendered by the Consultant in
connection with this agreement except for any liabilities, claims and
lawsuits arising out of acts or omissions of the Company. This indemnity
shall include all costs and expenses of refuting defending or settling any
claims as well as any damage or compensation ordered to any third party by
any Court.
10.2 The Company shall fully indemnify and hold harmless the Consultant against
any claims costs and expenses or actions brought by third parties against
the Consultant arising from the services rendered by the Consultant in
connection with this agreement except for any liabilities, claims and
lawsuits arising out of acts or omissions of the Consultant. This indemnity
shall include all costs and expenses of refuting defending or settling any
claims as well as any damage or compensation ordered to any third party by
any Court in relation to the foregoing.
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11. ENTIRE AGREEMENT
In relation to its subject matter this Agreement represents the entire
understanding and constitutes the whole agreement and supersedes any previous
agreement between the parties and save as provided in this Agreement no party
has relied on any representation made by any other party who is not a party to
this Agreement
12. NOTICES
12.1 A notice approval consent or other communication in connection with this
Agreement:
12.1.1 must be in writing;
12.1.2 in the case of the Company must be marked for the attention of
Wynford Xxxxx Xxxxxxxx - Chairman and Xxxxxxx X Xxxxxxx - Secretary
12.1.3 must be left at the address of the addressee or sent by prepaid
ordinary post (airmail if posted to or from a place outside the
United Kingdom) to the address of the addressee or sent by facsimile
to the facsimile number of the addressee which is specified in this
Agreement or if the addressee notifies another address or facsimile
number in England and Wales then to that address or facsimile number
12.2 A notice approval consent or other communication shall take effect from the
time it is received (or if earlier the time it is deemed to be received in
accordance with clause 12.3) unless a later time is specified in it
12.3 A letter or facsimile is deemed to be received
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12.3.1 in the case of a posted letter unless actually received earlier on
the tenth day after posting if posted to or from a place outside the
United Kingdom; and
12.3.2 in the case of facsimile on production of a transmission report from
the machine from which the facsimile was sent which indicates that
the facsimile was sent in its entirety to the facsimile number of
the recipient
13. GOVERNING LAW JURISDICTION AND SERVICE OF PROCESS
13.1 This Agreement shall be governed by and construed in accordance with the
substantive law of the State of New York
13.2 Each party irrevocably agrees the Courts of the State of New York shall
have exclusive jurisdiction in relation to any claim dispute or difference
concerning this Agreement and any matter arising therefrom
13.3 Each party irrevocably waives any right that it may have to object to an
action being brought in those Courts to claim that the action has been
brought in an inconvenient forum or to claim that those Courts do not have
jurisdiction
14. RESTRICTION ON ASSIGNMENT
No party may assign his or its rights under this Agreement
IN WITNESS whereof this Agreement has been entered into the day and year
first before written
THE SCHEDULE
The Services
To act during the Term as the Company's non exclusive sales representative for
the products including but not limited to the Slipstream(TM) Internet Access
Device ("the Product") with a view to achieving sales and or strategic
commercial alliances for the commercial exploitation of the Product in the
Territory
SIGNED by ) /s/ Xxxxxxx X. Xxxxxxx
duly authorised on behalf of the Company )
SIGNED by ) /s/ Xxxx XxXxxxxxxx
duly authorised on behalf of the Consultant )
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