EXHIBIT 10.25
CONSULTING AGREEMENT
THIS AGREEMENT is made as of March 27, 2002 by and between IT
Technology, Inc. a Delaware Corporation (the "Company") and Kensington
Capital Corp. (hereinafter referred to as "Kensington" or the
"Consultant"). RECITALS:
A. The Company requires financial services consulting to build the
value of the Company for the benefit of its shareholders; and
Kensington agrees to perform consulting services related to corporate
finance, market making and other financial service matters, upon the
request of the Company, and will make available qualified personnel for
this purpose and devote such business time and attention to such
matters as it shall determine is required.
B. The Consultant is an broker/dealer who has provided investment and
merchant banking services for a number of companies; and
C. Is a market maker in electronic pink sheets, bulletin board and
NASDAQ small capitalization companies; and
D. The Company recognizes the substantial experience and knowledge of
the Consultant in matters relating to investment banking; and
E. The Company further recognizes that it is in the best interests of
the Company to engage the consulting services of the Consultant on a
non-exclusive basis; and
NOW, THEREFORE, in consideration of mutual promises and covenants set forth
below, and other goods and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby agree as follows:
1. RECITALS. The Recitals to this Agreement are hereby incorporated
into this Agreement as though full restated herein.
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2. ENGAGEMENT. The Company hereby engages the Consultant, and the
Consultant accepts engagement by the Company, upon the terms and conditions set
forth in this Agreement.
3. TERM. The term of this Agreement shall begin on the date hereof and
shall continue until August 31, 2003.
4. CONSULTING SERVICES COMPENSATION.
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(A) The Company shall pay to Consultant as
compensation for its services under this Agreement One Million
and Seven Hundred Thousand (1,700,000) shares of its
restricted common stock, which shall be issued as follows: (i)
Seven Hundred and Fifty Thousand (750,000) shares upon
execution of this Agreement and (ii) a further Nine Hundred
and Fifty Thousand (950,000) shares 90 days after the
execution of this agreement.
(B) A fee of $25,000 receipt of $12,500 which is
acknowledged by the Consultant, with the balance of $12,500
payable within 30 days from the date of this Agreement.
(C) Payments of $2500 per month for each month during
the term hereof, commencing from the date hereof, (the
"Monthly Fees'). The Monthly Fees shall accrue from the date
of this agreement and shall commence being payable 30 days
from the date of this Agreement, provided however, that in the
event The Company shall have an amount of less the than
$50,000 in working capital available, the Monthly Fees shall
continue to be accrued, but shall not be payable until The
Company has replenished its working capital as stated above,
at which time it will continue to pay the Monthly Fees at an
increased rate of $5,000 per month or as otherwise determined
between The Company and the Consultant, until such time as The
Company has caught up with any accrued Monthly Fees
outstanding.
(D) The Company may in the future provide the
Consultant with such additional compensation as the Company
and the Consultant shall mutually agree for: (i) any
successful capital raising activities by the Consultant on
behalf of the Company as a result of its Consultant services
hereunder or (ii) any additional services by the Consultant
not provided for in this Agreement.
5. DUTIES. Pursuant to the terms of this Agreement, Consultant's duties
hereunder shall include consulting services related to corporate finance and
other financial service matters (the "Consulting Services"), at the request of
the Board of Directors or its designee and will make available qualified
personnel for this purpose and devote such business time and attention to such
matters as it shall determine is required. The Consulting Services shall
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include, but not be limited to strategic planning, planning meetings with
investment community, assisting the Company's management in designing the
Company's Business Plan and "growth-by-Acquisition" strategy. Consulting
Services shall also include the preparation or assistance in the preparation of
a Company Corporate Profile, Fact Sheets, and Shareholder Letters.
6. NATURE OF ENGAGEMENT; NON-EXCLUSIVITY. The Company is engaging the
Consultant as an independent contractor. Nothing in this Agreement shall be
construed to create an employer-employee relationship between the parties. The
services to be provided will not be in connection with the offer or sale of
securities in a capital-raising transaction. Consultant acknowledges and agrees
that this Agreement is non-exclusive with respect to the Company and that
nothing contained herein shall prohibit the Company from engaging another party
to perform investment banking or advisory services, including services similar
to the Consulting Services being rendered by the Consultant, during the term
hereof.
7. EXPENSES. Upon receipt of requests from the consultant for
reimbursement, the Company shall reimburse the Consultant for all reasonable and
necessary expenses the Consultant incurs, prior to and after the date of this
Agreement in performing its duties in connection with this Agreement. The
Consultant shall be required to receive authorization from the Company prior to
incurring any expenses.
8. NOTICES. Any notice, report or demand required, permitted or desired
under this Agreement shall be sufficient if in writing and delivered by
certified mail, returned receipt requested, Federal Express (or similar
courier), telegram r receipted hand delivery at the following addresses (or such
other addresses designated by proper notice):
To the Company: Xxxxxxxx Xxxxxx
IT Technology, Inc.
00-00 Xxxx Xxxx
Xxxxxxx, Xxxxxxxx 0000
Xxxxxxxxx, Xxxxxxxxx
01161418418540
01161395337900
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To the Consultant: Xxxxxxx Silver
Kensington Capital Corp.
0000 00xx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
000-000-0000
Any notice otherwise delivered shall be deemed given when actually received by
recipient.
9. MISCELLANEOUS.
(A) GOVERNING LAW. This Agreement shall be governed by interpreted
and enforced in accordance with laws of the Sate of California.
(B) ENTIRE AGREEMENT. This instrument contains the entire agreement
of the parties concerning engagement and may not be changed or modified except
by written agreement duly executed by the parties hereto.
(C) CONFIDENTIALITY. Except as may otherwise be required by law, the
specific provisions of this Agreement shall remain strictly confidential.
Notwithstanding the foregoing, the parties agree that Consultant shall disclose
that it is being compensated by the Company in all of its promotional releases
to the public, in accordance with the Act. Neither the company nor the
Consultant shall, wither directly or indirectly through their respective
officers, directors, employees, shareholders, partners, joint ventures, agents,
consultants, contractor, affiliates or any other person, disclose, communicate,
disseminate or otherwise breach the confidentiality of all or any provision of
this Agreement, without the express written consent of both parties to this
Agreement.
(D) ASSIGNMENT. The obligations of the parties under this Agreement
shall not be assigned without the written consent of the parties.
Notwithstanding any provisions of this Agreement to the contrary, however, the
Consultant shall be entitles to provide that any funds payable or stock issuable
to it pursuant to this Agreement shall instead be paid or issued to its
designee.
(E) COUNTERPARTS AND FACSIMILE. This Agreement may be executed in
counterparts, and all counterparts will be considered as part of one agreement
binding on all parties to this Agreement. This Agreement may be executed via
facsimile, which signatures shall be deemed legal and binding as an original
signature hereto.
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(F) SEVERABILITY. If any terms, condition or provision of this
Agreement or the application thereof to any party or circumstances shall, at any
time or to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such term, condition or provision to parties or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term, condition and provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
/s/ Xxxxxx Xxxxx
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ON BEHALF OF I.T. TECHNOLOGY, INC.
BY: XXXXXX XXXXX
ITS: PRESIDENT
/s/ Xxxxxxx Silver
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KENSINGTON CAPITAL CORP.
BY: ABE SILVER
ITS: PRINCIPAL
