EXHIBIT 10.63
CONSULTING AGREEMENT
This Consulting Agreement is made as of January 1, 1997 by and between
FiberCore, Inc., a Nevada corporation with its principal office at 000 Xxxxxxxxx
Xxxx, Xxxxxxxx, XX 00000 ("FCI") and One Financial Group Incorporated, a New
York Corporation with its principal office at 0 Xxxxxx Xxxxxx, Xxxxx Xxxxxx, XX
00000 ("OFG").
WHEREAS, OFG has been providing consulting services to FCI and its
affiliates (collectively "FCI"), and FCI is desirous of continuing the services
of OFG; and
WHEREAS, FCI and OFG desire to enter into a new agreement to provide
for the retention of OFG as a consultant to FCI, upon the terms and subject to
the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual undertakings contained
herein, the parties agree as follows:
1. Retention and Services. FCI hereby agrees to retain OFG, and
OFG hereby agrees to provide consulting services to FCI, upon
the terms and conditions set forth in this Agreement for the
period beginning on the date hereof and ending as provided in
Section 3 (the "Consulting Period"). FCI agrees to give OFG
reasonable notice prior to requesting services. FCI
acknowledges that OFG has other clients that it performs
similar services for and, accordingly, nothing in this
Agreement shall prohibit OFG or any officer or shareholder
thereof from investing in, rendering similar services to, or
becoming involved with any other company. Notwithstanding the
foregoing, OFG agrees that it will not perform services for
companies that compete with FCI, except upon receiving written
approval of FCI.
2. Compensation: During the Consulting period, OFG shall receive
a monthly retainer fee of $5,000. The retainer fee which is
based on an hourly rate of $185 is subject to a quarterly
adjustment for the actual number of consulting hours provided.
The retainer fee shall be paid by the fifteenth day of each
month. Adjustments, if any, shall be made to the retainer fee
payable in the first month following the end of each calendar
quarter. For example, any adjustment attributable to the first
quarter, shall be added to or subtracted from the April
retainer fee or if necessary, in the case of a subtraction, to
the following month(s). OFG shall be reimbursed for reasonable
out-of-pocket expenses incurred in connection with the
consulting services performed for FCI, including, by way of
example and not limitation, travel, lodging, entertainment,
and communications. Such expenses shall be paid at the same
time as the monthly retainer fee.
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3. Term: The Consulting Period shall end on December 31, 1997 and
shall extend for additional one year periods (the "Renewal
Period"), unless written notice of termination is received by
either party ninety (90) days prior to the commencement of a
Renewal Period.
4. Confidential Information: OFG acknowledges that the
information and data obtained by it while performing services
for FCI concerning business and affairs of FCI that are not
generally available to the public are the property of FCI. OFG
agrees that it shall treat such information as confidential.
Notwithstanding the foregoing, if OFG becomes legally
compelled to disclose confidential information pursuant to
judicial or administrative subpoena or process or other legal
obligation, OFG may make such disclosure to comply with such
subpoena, process or legal obligation.
5. Miscellaneous:
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(a) Notice - All notices or other communication to be given or
delivered under or by reason of the provisions of this
Agreement shall be in writing and shall be deemed to have been
given when delivered personally, one business day following
when sent via a nationally recognized overnight courier, or
when sent via facsimile confirmed in writing to the recipient.
(b) Severability - Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision
of this jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any
other jurisdiction, and this Agreement will be reformed,
construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been
contained herein.
(c) Entire Agreement - This Agreement embodies the complete
agreement and understanding between the parties and supersedes
and preempts any prior understandings or agreements, written
or oral, which may have related to the subject matter hereof
in any way.
(d) Amendments and Waivers - Any provision of this Agreement
may be amended or waived only with the prior written consent
of the parties.
(e) Governing Law - This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of
New York without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of New
York or any other jurisdiction).
(f) Counterparts - This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same
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instrument.
(g) Headings - The headings contained in this Agreement are
for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement or of any term
or provision hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
Fiber Core, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
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One Financial Group Incorporated
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Title: President
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