CONSULTANT AGREEMENT
AGREEMENT, made this 27th day of September 1996 by and between COASTAL
COMPUTER SYSTEMS, INC., a New York corporation having an office at 000 Xxxx Xxxx
Xxxxxx, Xxxx Xxxxx, Xxx Xxxx (hereinafter referred to as "COASTAL" or the
"Corporation") and XXXX XXXXXXX and XXXXXXXXX XXX XXXXXXX both having a
residence at 000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 (hereinafter
collectively referred to as "CONSULTANTS").
W I T N E S S E T H
WHEREAS, COASTAL desires to have available to it the consulting
services of CONSULTANTS and CONSULTANTS desire to make such services available
to COASTAL, upon and subject to the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. CONSULTANTS' SERVICES.
COASTAL hereby employs CONSULTANTS and CONSULTANTS shall serve
as consultants with respect to technical and marketing issues. It is expressly
agreed and understood that either XXXX XXXXXXX or XXXXXXXXX XXX XXXXXXX may
provide the services required under this paragraph via telephone. It is
understood and agreed that Consultants' duties shall not include day to day
operations. In the event that either CONSULTANT is incapacitated due to illness
or death, and are unable to provide the services required under this Agreement
COASTAL, in recognition of the CONSULTANTS' past contributions and services, and
as an inducement to enter into this Agreement, agrees to pay the remainder of
consulting fees to CONSULTANTS' or their assigns pursuant to the terms hereof.
2. TERM.
CONSULTANTS' employment hereunder shall commence on the date
hereof and shall continue until the consummation of a private debt and equity
financing in the aggregate amount of $765,000 (the "Private Offering").
3. COMPENSATION.
COASTAL shall pay to CONSULTANTS and CONSULTANTS shall accept
from COASTAL, as compensation in full for services rendered hereunder,
compensation in the amount of Twenty-Five Thousand Two Hundred and Ninety
($25,290.00) Dollars due and payable within fifteen (15) days of the closing of
the Private Offering. In the event that the Private Offering does not close
within ninety (90) days hereof this Agreement will be null and void and the
compensation will not be due and payable.
4. WAIVER OF BREACH.
Waiver by the Corporation of any breach or provision of this
Agreement shall not be effective unless it is in writing, signed on behalf of
the Corporation by a duly authorized officer and making specific reference to
this Agreement. Any such waiver shall not operate or be construed as a waiver of
any subsequent breach.
5. ASSIGNMENT.
This Agreement shall be binding upon and inure to the benefit
of the Corporation and CONSULTANTS. CONSULTANTS shall not be entitled to assign
any of their rights or delegate any of THEIR duties hereunder. Any such
purported assignment or delegation shall be null and void.
6. ENTIRE AGREEMENT.
This Agreement constitutes the entire Agreement between the
parties hereto with respect to the subject matter hereof, and supersedes all
prior Agreements or understandings, oral or written, with respect thereto. No
representation or warranty of any kind whatsoever has been made by the
Corporation. This Agreement may not be amended orally, but only in writing
executed by each party hereto.
7. NOTICES.
Any notices or consents required or permitted to be given
hereunder shall be in writing, sent by registered or certified mail, return
receipt requested, and addressed as follows:
To CONSULTANTS
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
To Corporation at:
Xxxxxx X. Xxxxxxx, Esq.
00 Xxxx Xxxx Xxxxxx, XX Xxx 00
Xxxx Xxxxx, Xxx Xxxx 00000
or to such other address that shall be indicated by notice given as aforesaid.
Any such notice shall be deemed given when mailed as aforesaid.
8. GOVERNING LAW.
This Agreement has been executed and delivered in, and shall
be governed by and construed in accordance with the laws of, the State of New
York.
9. ARBITRATION.
Any controversy or claim arising out of, resulting from or
relating to this Agreement shall be settled exclusively by arbitration conducted
in Nassau County, New York in accordance with the Commercial Arbitration Rules
of the American Arbitration Association (or organization which is the successor
thereto). The parties hereto agree that service of process or notice of motion
or other application in connection with any arbitration may be served by the
means by which notices are to be given under this Agreement, provided that a
reasonable time for appearance is allowed. Any award in such arbitration may be
enforced on application of either party by the order or judgment of any Federal
or state court in the State of New York as the party making such application
shall elect, having jurisdiction over the subject matter thereof. Each of the
parties hereto hereby submits itself to the jurisdiction of any such court and
agrees that service of process on it in any action, suit or proceeding to
enforce any such award may be effected by the means by which notices are to be
given to it under this Agreement. The fees and expenses of any arbitration shall
be borne by the parties equally, but each party shall bear the expenses of its
own attorneys and experts and the additional expenses of presenting its own
proof.
10. SEVERABILITY AND ENFORCEABILITY.
In the event that any one or more of the provisions of this
Agreement shall be held invalid, illegal, or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions shall not, in
any way, be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the day and year first above written.
COASTAL COMPUTER SYSTEMS, INC.
By:/s/ Xxxx Xxx
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XXXX XXX, President
/s/ Xxxx Xxxxxxx
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XXXX XXXXXXX
/s/ Xxxxxxxxx Xxx Xxxxxxx
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XXXXXXXXX XXX XXXXXXX
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