[EXHIBIT 10.10]
STRATEGIC ADVISOR AGREEMENT
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This Strategic Advisor Agreement will confirm the arrangements,
terms, and conditions whereby General ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., whose
address is ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter
referred to as "Advisor") has been retained by SCD International,
Inc., whose address is ▇▇▇▇ ▇.. ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(hereinafter referred to as "Company") to serve as a strategic advisor
to the Company for a two year period beginning May 17, 1999.
The Advisor and the Company hereby agree to the following terms
and conditions:
1. Advisor Duties. On schedules mutually agreed to by Advisor and
Company, Advisor shall advise company Directors and management on
any and all strategic matters related to Company and its
operations, including Tatra, a.s. operations in the Czech
Republic, in the areas in which Advisor has knowledge and
experience.
2. Compensation. Compensation shall be paid to Advisor by the
Company by the following method:
a. Upon the signing of this Agreement, Company shall issue to
Advisor or Advisor's nominee 100,000 shares of its common
stock, subject to Rule 144 restriction until registered.
b. Company shall pay to Advisor the amount of $10,000 per day
for any days in which Advisor performs Advisor duties as
defined herein and as requested by Company, but not less
than ten days per annum nor more than unlimited days per
annum.
c. Company shall reimburse Advisor for any travel-related and
out-of-pocket expenses incurred on behalf of Company,
subject to Company's prior approval of any such expenses.
All airline travel shall be by first class ticket.
d. Company and Advisor agree to additional compensation of
1/2% for Advisor, on a case by case basis, if Advisor
assists in obtaining meetings with potential customers of
the Company or Tatra.
3. Relationship. Advisor is acting on behalf of the Company as an
independent contractor. Nothing herein shall constitute the
Advisor as employee or agent of the Company except to such extent
as might hereafter be agreed upon for a particular purpose.
Except as expressly agreed, the Advisor shall not have authority
to obligate or commit the Company in any manner whatsoever.
4. Public Information. Company and Advisor may make public the fact
that Advisor is a Strategic Advisor to and shareholder in the
Company. However, neither Advisor nor Company shall make public
the terms and conditions contained herein, except as may be
required by law or securities regulations.
5. Indemnity. The parties hereto agree to indemnify and hold each
other harmless from any and all claims, liabilities, and expenses
incurred by or threatened against the indemnified party arising
from this Agreement and its performance due to the indemnifying
party's intentional misconduct or gross negligence, as determined
by a court of proper jurisdiction.
6. Assignment. The Agreement shall not be assignable by either
party.
7. Governing Law. This Agreement shall be governed by and construed
in acordance with the laws of the State of Florida, without
giving effect to any principles of conflicts of law.
AGREED TO THIS 14th DAY OF MAY, 1999.
ADVISOR: General ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. COMPANY: SDC International, Inc.
/s/General ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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General ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman
