EXHIBIT 10.16
LETTER AGREEMENT
This Letter Agreement ("Agreement") shall constitute the agreement by
and between FuelNation, Inc. ("FuelNation") and Xxxxxxx Xxxxxxx ("Brodzki") with
respect to Brodzki's agreement to accept the position of President of
FuelNation, as follows:
1. The parties hereto agree, subject to any necessary formal action
by the Board of Directors of FuelNation, that Brodzki shall assume the
responsibilities of President of FuelNation, effective on December 5, 2002.
2. Until such time as a mutually acceptable Employment Agreement is
entered into, Brodzki shall serve as President at the will of the Board of
Directors.
3. Provided FuelNation is in compliance with the terms of this
Agreement, Brodzki shall not resign as President of FuelNation at any time prior
to June 5, 2003.
4. FuelNation acknowledges that Brodzki has accepted the
responsibilities as President of FuelNation based upon FuelNation's
representations that it is in compliance with all applicable federal and state
securities laws.
5. FuelNation further represents that it has made full and accurate
disclosures to Brodzki regarding all material matters relating to FuelNation,
International Funding, LLC ("International Funding"), and the proposed bond
funding by Sovereign Funding, LLC (the "Bond Offering") for the benefit of
FuelNation.
6. In consideration for Brodzki's services hereunder, Brodzki shall
receive, as partial compensation for his agreement to perform the services
provided for herein, prior to or concurrently with the commencement of Brodzki's
services as President of FuelNation, ten percent (10%) of FuelNation's
outstanding common stock (on a fully diluted basis) (the "Shares").
7. Prior to or contemporaneously with the commencement of Brodzki's
services hereunder, FuelNation shall, at FuelNation's expense, expeditiously
take all steps necessary to cause the Shares to be duly registered for resale
pursuant to the provisions of the Securities Act of 1933.
8. Upon the funding of the Bond Offering or upon the receipt of any
funding by FuelNation or by International Funding in an amount in excess of
$1,000,000, Brodzki shall receive additional Shares of FuelNation's common stock
equal to 10% of FuelNation's then outstanding (on a fully diluted basis) common
stock (the "Additional Shares").
9. Prior to or contemporaneously with the issuance of the Additional
Shares, FuelNation shall, at FuelNation's expense, expeditiously take all steps
necessary to cause the Additional Shares to be duly registered for resale
pursuant to the provisions of the Securities Act of 1933.
10. FuelNation agrees, to the fullest extent permitted by law, to
indemnify and hold Brodzki harmless from any liability that may result from
Brodzki's assumption of the responsibilities as President of FuelNation, unless
such liabilities are caused by the gross or willful negligence of Brodzki.
11. Any dispute arising hereunder, shall first be resolved by
voluntary mediation upon the request of either party. If for any reason,
voluntary mediation is not promptly commenced upon the request of either party,
or if mediation does not resolve such dispute, either party may seek judicial
resolution of such dispute(s); provided, however, that the parties agree that
any disputes which are not resolved by mediation will be brought before a Court
of competent jurisdiction located in Broward County, Florida. In the event that
either party must resort to the Court to enforce or interpret this Agreement,
then the prevailing party shall be entitled to an award of reasonable attorney's
fees and any costs incurred.
Dated this 27th day of November, 2002.
FUELNATION, INC.
By: /s/ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx
/s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
