Exhibit 99.3 - CONSULTING AGREEMENT WITH LONE WOLF CONSULTING AND BUSINESS
SERVICES
ConectiSys Corporation Consulting Agreement
This consulting agreement ("the Agreement") is entered into as dated below, by
and between Conectisys Corp., a Colorado corporation and its subsidiaries or
affiliates ("the Company" and Lone Wolf Consulting and Business Services, a
company doing business in the State of California ("the Consultant"). The
parties, intending to be legally bound hereby, agree as follows:
1. Retention: The Company will retain the Consultant during the
Consulting Period (as defined in Section 2 below), and Consultant hereby agrees
to be so retained by the Company, all subject to the terms and provisions of
this Agreement.
2. Duties of Consultant: During the Consulting Period, the Consultant
shall use reasonable and best efforts, to perform those actions and
responsibilities necessary to complete the tasks described in the attached
Exhibit A, entitled "Scope of Work". Consultant shall render such services
diligently and to the best of the Consultant's ability. Consultant shall
report to Xxxxxx X. Xxxxxx, Company CEO only. Consulting period shall be on an
as needed basis but not less than forty-eight (48) months from the date of this
Agreement.
3. Other Activities of Consultant: The Company recognizes that the
Consultant shall perform only those services that are reasonably required to
accomplish the goals and objectives set forth herein. In the event Consultant
is affiliated with any entity which proposes to deal with the Company,
Consultant shall disclose the nature of such relationship to the Company, prior
to the Company making any decision, and shall obtain the approval of the
Company, which approval shall be conclusively deemed granted upon written
notice from Xx. Xxxxxx X. Xxxxxx, or the Company's designated representative.
Consultant may not assign this Agreement.
4. Compensation: In consideration for the Consultant entering into this
Agreement, the Company shall compensate the Consultant as follows:
i. Fees: The Company shall pay to Consultant on an hourly basis at the
rate of $250.00 per hour. Consultant shall xxxx the Company on a quarterly or
monthly basis.
ii. A common stock retainer shall be paid within 30 days of the execution
of this Agreement or within a reasonable time thereafter by mutual agreement.
iii. Expenses: Consultant shall pay its own expenses and may hire and
supervise any expert consultants, as it deems necessary, to complete the
Agreement.
iv. Payment of Compensation: The Company shall transfer or cause to be
transferred, retainer shares of the Company's S-8 Common Stock as a retainer
for services rendered. Such Common Stock shall be issued following a short
form registration under Form S-8. The Company shall be obligated to prepare and
file, a registration statement (the "Registration Statement") and amendments
thereto, with the Securities and Exchange Commission (the "Commission"), for
the registration of the Common Stock, under the Securities and Exchange Act of
1933 (the "Act") and shall be obligated to cause such Registration Statement
and amendments thereto, to be declared effective by the Commission, as soon as
practicable. The Company shall be obligated to the Consultant to continually
maintain at the Company's own expense, the currency and effectiveness of such
Registration Statement of the Company, including the filing of any and all
applications and other notifications, filings and post- effective amendment and
supplements (collectively, the "Current Registration Statement"), as may be
necessary, so as to permit the resale of the Common Stock for common stock of
the Company, which is freely tradable.
v. Consultant shall be granted an option to purchase 2,000,000 shares of
common stock at $.13 per share Said option shall be for 48 months from the date
of this Agreement.
vi. Consultant shall on a quarterly basis provide Company with invoice for
services indicating hours; fees earned and retainer stock sold in satisfaction
thereof with proper records documenting sale of said retainer stock including
the date, amount, and price.
5. Termination: Subject to the cure provisions contained herein, the
Company may terminate the Agreement for cause upon written notice. Cause shall
be defined as the Consultant fails to perform the duties outlined in this
agreement in good faith and fails to properly service the Company's needs as
reasonably expected under the implied "good faith" provisions herein. Notice
of Termination shall state specifically the facts and circumstances claimed as
the basis for termination of the Agreement. Such notice has to be approved by
Xx. Xxxxxx X. Xxxxxx.
6. Notice: Any notice required, permitted, or desired to be given,
pursuant to any of the provisions of this Agreement, shall be deemed to have
been sufficiently given or served for all purposes, if delivered in person, or
sent via e-mail with return verification or by certified mail with receipt
requested, postage and fees prepaid, or by national overnight delivery prepaid
service, to the parties at their addresses, set forth below. The Company at
the address below will keep copies of notices to Consultant. Notice to
Consultant shall be sent to then Consultant at the address below. Either party
may change the address to which notice shall be sent. The addresses of the
parties are as follows:
The Consultant:
Lone Wolf Consulting and Business Services
X.X. Xxx 000000
Xxx Xxxxxxx, XX 00000
The Company:
Conectisys Corporation
00000 Xxx. Xxxxxxxx
Xxxxx 000
Xxxxxxxx XX 00000 Phone
(000) 000-0000
Fax (000) 000-0000
7. Waiver: No course of dealing, nor any delay on the part of either
party in exercising any rights hereunder, will operate as a waiver of any
rights of that party. No waiver of any default or breach of this Agreement or
application of any term, covenant, or provision, hereof, shall be deemed a
continuing waiver, or a waiver of any other breach, default, or the waiver of
any other application of any term, covenant, or provision.
8. Successors: Prior to the effectiveness of any succession (whether
direct or indirect, by purchase, merger, consolidation, or otherwise), to all,
or substantially all, of the business and/or assets of the Company, the Company
will require the successor, to expressly assume and agree to perform this
Agreement in the same manner, and to the same extent, that the Company would be
required to perform it, if no such succession had occurred. As used in this
agreement, "Company" shall mean the Company has defined above and any successor
to its business and/or assets, which executes and delivers the Agreement,
provided for in this Section 10, or which otherwise becomes bound by all the
terms and provisions of this Agreement, by operation of law. This agreement is
not transferable by Consultant since it requires the specific services of
Consultant without the prior written approval of the Board of Directors and the
President of the Company.
9. Survival of Terms: Notwithstanding the termination of this Agreement
for whatever reason, the provisions hereof, shall survive such termination,
unless, the context requires otherwise.
10. Counterparts: This agreement may be executed in two or more
counterparts, each of which, shall be deemed to be an original, but all of
which together, shall constitute one and the same instrument. Any signature by
facsimile, shall be valid and binding, as if an original signature were
delivered.
11. Captions: The caption headings in this Agreement are for convenience
of reference only, and are not intended, and shall not be construed, as having
any substantive effect.
12. Governing Law: This Agreement shall be governed, interpreted, and
construed, in accordance with the laws of the State of California, applicable
to agreements entered into and to be performed entirely therein. Any suit,
action, or proceeding, with respect to this Agreement, shall be brought
exclusively in the state courts of the State of California, or in the federal
courts of the United States, which is located in the Central District of
California specifically in Los Angeles, California. The parties hereto, hereby
agree, to submit to the jurisdiction and venue of such courts, for the purposes
hereof. Each party agrees that to the extent permitted by law, the losing
party in a suit, action, or proceeding in connection herewith, shall pay the
prevailing party, its reasonable attorney's fees, incurred in connection
therewith.
13. Entire Agreement/Modifications: This Agreement constitutes the entire
agreement between the parties and supersedes all prior understandings and
agreements, whether oral or written, regarding Consultant's retention by the
Company. This Agreement shall not be altered or modified, except in writing,
duly executed by the parties hereto.
14. Warranty: The Company and Consultant each hereby warrant and agree,
that each is free to enter into this Agreement, that the parties signing below
are duly authorized and directed to execute this agreement, and that this
Agreement is valid, binding, and enforceable, against the parties hereto The
parties further agree that they shall both use good faith efforts in their
performance of the covenants, conditions and obligations stated herein and any
failure to do so is a material breech of this Agreement.
15. Enforceability: If any term, covenant, provision, or any part thereof,
is found by any court of competent jurisdiction to be invalid, illegal, or
unenforceable in any respect, the same shall not affect the remainder of such
term, covenant, provision, any other terms, covenants or provisions, or any
subsequent application of such term, covenant or provision, or portion thereof.
In lieu of any such invalid, illegal, or unenforceable provision, the parties
hereto intend that there shall be added, as part of this Agreement, a term,
covenant, or provision, as similar in terms, to such invalid, illegal, or
unenforceable term, covenant of provision, or part thereof, as may be possible
and be valid, legal, and enforceable.
IN WITNESS HEREOF, the parties hereto have duly executed and delivered this
Agreement, as of the 1st day of September 2001.
LONE WOLF CONSULTING AND BUSINESS CONECTISYS CORPORATION
SERVICES
_________________________ _____________________________
Exhibit "A"
Scope of Work
Description: Consultant shall be in charge of all business and legal affairs
dealing with the proper operation of the Company as an entity. Consultant shall
perform the following without delay:
a. Prepare and file all SEC required reports including but limited to
all 10-KSBs, 10-QSBs, 8-Ks and all other reports necessary for the
continued operations of the company.
b. Supervise the preparation of all audits by in house and outside CPAs
to the Company.
c. Supervise and maintain the communications with all the company's
consultants including all professionals i.e. lawyers and accountants
to ensure that the company receives proper professional services it
desires.
d. Review and prepare all employment agreements with Company.
e. Prepare all necessary Board of Directors minutes to reflect the
operations of the company.
f. Prepare and supervise the filing of an S-8 Registration statement.
g. Prepare and supervise the preparation of a SB-2 Registration statement.
h. Review and revise if necessary all legal contracts and agreements
executed or negotiated or reviewed by the company.
i. Review all lawsuits and claims against the Company.
j. Prepare for and administer the Company's 2001 Annual Shareholders
Meetings; prepare all necessary documentation and notices therefore.
k. Supervise and administer the work and progress of the Radio Design Group.
l. Supervise and administer the work and progress of the UCI H-Net Project.
m. Supervise and administer the H-Net Pilot Program.
