EXHIBIT 10.2
Consulting Agreement-Xxxxx X. Xxxxxxxxx
CONSULTING AND OPTION AGREEMENT
This Consulting and Option Agreement is made and entered into to be effective as
of the date upon which services were first rendered in accordance herewith and
is by and between Xxxxx X. Xxxxxxxxx (Consultant) and Cassco Capital Development
Corporation (Client).
A. Consultant is willing and able to provide various valuable services for
and on behalf of Client in connection with the business of Client.
B. Client desires to retain Consultant as an independent contractor on
behalf of Client and Consultant desires to be retained in that capacity
upon the terms and conditions hereinafter set forth.
In consideration of the foregoing premises, the mutual promises and agreements
hereinafter set forth, and such other and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Client and Consultant agree as
follows:
1. Consulting Services. Client hereby retains Consultant as an independent
contractor to Client and Consultant hereby accepts and agrees to such retention.
Consultant shall render to Client services of an advisory or consultative nature
in order to provide for business strategy and the introduction of compensation
policies. These services will include, but are not limited to, consultation on
the form and substance of a business plan, the strategy for implementating and
marketing that plan and the preparation of a company profile. These services
shall also include the provision of strategic planning services and the
introduction of Client to third-parties for these purposes. These services
include the strategy meeting held in Muncaster's offices on July 14, 1999. These
services shall also include such further services to Client of this nature as it
may deem reasonable and necessary from time to time. It is the intention of the
parties that Consultant will gather all publicly-available information relating
to Client and confer with officers and directors of Client in an effort to
consolidate the information obtained for purposes of discharging the obligations
which have been imposed on Consultant under this agreement. It is intended that
Consultant will use and distribute this information concerning Client to persons
and other parties outside of Client who Consultant determines, in the sole
discretion of Consultant, are entitled to this information for purposes of
Consultant performing in accordance with the terms and conditions of this
agreement. It is not intended that the performance of the consulting services
described herein shall be accomplished exclusively by Consultant; therefore,
Consultant may engage persons as subcontractors to assist in the discharge of
the responsibilities hereunder; however, any such further employment shall be at
the cost and expense of Consultant.
2. Time, Place and Manner of Performance. Consultant shall be available for
advice and counsel to the officers, directors and agents of Client at such
reasonable and convenient times and places as may be mutually agreed upon.
Except as aforesaid, the time, place and manner of performance of the services
hereunder, including the amount of time to be allocated by Consultant to any
specific service, shall be determined in the sole discretion of Consultant.
3. Term of Agreement. This agreement shall begin when Consultant first began
rendering services for Client, and shall terminate at the earlier of twenty-four
(24) months thereafter or the date on which either all services agreed have been
fully rendered or when a change in control of Client shall have occurred.
4. Compensation. Client shall pay Consultant a fee of $5,000 per month for a
minimum of twenty-four (24) months, an aggregate amount of $120,000. In lieu of
cash consideration and at the option of Consultant, the Company hereby grants
Consultant an option (the "Option") to acquire shares of common stock of Client
at the market price for such stock on the date on which services under this
agreement were first rendered by Consultant. In the event that Consultant
exercises his Option, which may be exercised as to all or any portion of his
fee, Client shall provide to Consultant free trading common stock registered
under the Securities Act of 1933, as amended. The Option may not be exercised
after July 14, 2001. The Option may be exercised in whole or in part by
Consultant's delivering or mailing to Client at its principal office, or such
other place as Client may designate, written notice of exercise duly signed by
Consultant. Exercise shall be effective on (a) receipt of such written notice by
Client and (b) payment to Client of the full purchase price. In case, prior to
the expiration of the Option, Client (a) subdivides the number of outstanding
shares into a greater number of shares, the purchase price per share shall be
proportionately reduced and the number of shares proportionately increased; and
(b) conversely, in the event Client contracts the number of outstanding shares
by combining such shares into a smaller number of shares, then the purchase
price per share shall be proportionately increased and the number of shares
shall be proportionately decreased. Neither Consultant nor his legal
representative shall be, nor have any of the rights or privileges of, a
shareholder of Client unless and until certificates representing shares shall
have been issued and delivered to Consultant. The Option and the obligation of
Client to sell and deliver shares hereunder shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may be required. Client shall not be
required to issue or deliver any certificates for shares prior to (a) listing on
any stock exchange on which said stock may then listed and (b) completion of any
registration or qualification under any federal or state law or any rule or
regulation thereunder. Moreover, the Option may not be exercised if its exercise
or the receipt of shares pursuant thereto would be contrary to applicable law.
5. Expenses. Client shall reimburse Consultant on demand for all expenses and
other disbursements, including, but not limited to, travel, entertainment,
mailing, printing and postage, incurred by Consultant, or any of its
subcontractors, on behalf of Client in connection with the performance of the
consulting services pursuant to this agreement. Expenses and disbursements in
excess of $100 shall have Client's prior approval. These expenses shall be paid
in cash, or, at the option of Consultant, in shares of Client's common stock
registered under the Securities Act of 1933, as amended. If this
non-transferrable option is exercised, said shares shall be issued at the fair
market value therefor, as specified in the preceding paragraph.
6. Work Product. It is agreed that, prior to public distribution, all
information and materials produced for Client shall be property of Consultant,
free and clear of all claims thereto by Client, and Client shall retain no claim
of authorship therein.
7. Disclosure of Information. Consultant recognizes and acknowledges that
Consultant has and will have access to certain confidential information of
Client and its affiliates that are valuable, special and unique assets and
property of Client and such affiliates. Consultant will not, during or after the
term of this agreement, disclose, without the prior written consent or
authorization of Client, any such information to any person, except to
authorized representatives of Consultant or its affiliates for purposes of the
services to be rendered under this agreement, for any reason or purpose
whatsoever. In this regard, Client agrees that such authorization or consent to
disclosure may be conditioned upon the disclosure being made pursuant to a
secrecy agreement, protective order, provision of statute, rule, regulation or
procedure under which the confidentiality of the information is maintained in
the hands of the person to whom the information is to be disclosed or in
compliance with the terms of a judicial order or administrative process.
8. Nature of Relationship. It is understood and acknowledged by the parties that
Consultant is being retained by Client in an independent capacity, and that in
this connection, Consultant hereby agrees, except as otherwise provided herein,
or unless Client shall have otherwise consented, not to enter into any agreement
or incur any obligation on behalf of Client.
9. Conflict of Interest. Consultant shall be free to perform services for other
persons during the term of this agreement. Consultant will notify Client of the
performance of consulting services for any other person which would conflict
with the obligations of this agreement. Upon receiving such notice, Client may
terminate this agreement or consent to Consultant's outside consulting services.
Failure to terminate this agreement shall constitute Client's ongoing consent to
Consultant's outside consulting activities.
10. Indemnification for Securities Law Violations. Client agrees to indemnify
and hold harmless Consultant and each officer, director or controlling person of
Consultant against any losses, claims, damages, liabilities and /or expenses
(including any legal or other expenses reasonably incurred in investigating or
defending any act or claim in respect thereof) to which Consultant or such
officer, director or controlling person may become subject under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
because of actions of Client or its agent(s).
11. Miscellaneous Provisions. (a) Notices. Any notices required or permitted to
be given under this agreement shall be sufficient if in writing and delivered or
sent by registered or certified mail to the principle office of each party. (b)
Waiver of Breach. Any waiver by a party of a breach of any provision of this
agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach by the waiving party. (c) Assignment. This agreement and
the rights and obligations of the parties hereunder are not assignable by either
party. (d) Applicable Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the State of Nevada and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason
of this agreement, the laws of the State of Nevada shall be applicable and shall
govern to the exclusion of the law of any other forum, without regard to the
jurisdiction in which any action or special proceeding may be instituted. (e)
Severability. All agreements and covenants contained herein are severable, and
in the event any of them shall be held to be invalid by any competent court, the
agreement shall be interpreted as if such invalid agreements or covenants were
not contained herein. (f) Entire Agreement. This Agreement constitutes and
embodies the entire understanding and agreement of the parties and supersedes
and replaces all prior understandings, agreements and negotiations between the
parties. (g) Counterparts. This agreement may be executed in counterparts, each
of which shall be deemed an original, but both of which taken together shall
constitute but one and the same document.
IN WITNESS WHEREOF, the parties hereto have entered into this agreement
effective as of the day and year first above expressed.
CONSULTANT: CLIENT: CASSCO CAPITAL DEVELOPMENT CORPORATION
/s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxxx
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Xxxxx X. Xxxxxxxxx Xxxxxxx Xxxxxxx, President
