CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") made as of the lst day of July,
1999, between the undersigned, Xxxxxx Xxxxxx & Company, Inc. (the
"Consultant") and Techdyne, Inc., a Florida corporation (the "Company"),
on a non-exclusive basis under the terms and conditions set forth below:
1. Duties of Consultant.
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(a) Consulting Services. Consultant will provide such financial
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consulting services and advice pertaining to the Company's business
affairs as the Company may from time to time reasonably request. Without
limiting the generality of the foregoing, Consultant will assist and
advise the Company in developing studying and evaluating financing,
merger and acquisition proposals, joint ventures, preparation of reports
and studies when advisable and assist in negotiations and discussions
pertaining thereto.
(b) Financing. Consultant will assist and represent the Company in
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obtaining both short and long-term financing, when so requested by the
Company. The Consultant will be entitled to additional compensation
under such terms as may be agreed to by the parties.
(c) Wall Street Liaison. Consultant will arrange meetings between
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representatives of the Company and individuals and financial institu-
tions in the investment community, such as security analysts, portfolio
managers and market makers.
All of the designated duties and services of the Consultant as set forth
in this Section 1 shall be referred to as "Consulting Services."
2. Term.
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This Agreement shall commence on the date hereof and shall end on Sep-
tember 15, 2000.
3. Compensation.
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As compensation for Consulting Services, the Company shall issue to
Consultant, concurrently with the execution of this Agreement, non-
qualified stock options ("Options") to purchase 100,000 shares of the
Company's common stock, $.01 par value ("Option
Shares") exercisable at $3.50 per share expiring on September 15, 2000.
4. Registration of Option Shares.
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(a) The Company agrees that for a period of three (3) years through
June 30, 2002, should the Company file a registration statement for the
public sale of its securities, it shall notify the Consultant of the
filing of the registration statement, and if so requested by the
Consultant, the Company shall include in that registration statement
such information as may be required to permit a public offering of any
of the Consultant's Option Shares then outstanding or otherwise issuable
pursuant to Options then remaining exercisable, at the sole expense of
the Company, except for fees and expenses of the Consultant's counsel
and other advisors and any selling expenses and commissions or under-
writing discounts applicable to the offer and sale of the Option Shares
by the Consultant pursuant to the registration statement, including any
transfer taxes relating to the Option Shares sold. The Consultant
shall furnish information reasonably requested by the Company in accor-
dance with such registration statement.
(b) This Section relating to inclusion of particular Option Shares in a
registration statement is not applicable to any registration statement
by the Company on Forms S-4 or S-8 (including any Form S-3 related to
such Form S-8) or any other comparable form.
(c) Whenever pursuant to this Section 4 a registration statement
relating to the Option Shares is filed under the Securities Act, or
is amended or supplemented, the Consultant will indemnify and hold
harmless the Company, each of its directors, each of its officers who
have signed said registration statement and such amendments and supple-
ments thereto, and each person, if any, who controls the Company
(within the meaning of the Securities Act) against any losses, claims,
damages or liabilities to which the Company or any such director,
officer or controlling person may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabili-
ties (or actions in respect thereof) arise out of or are based upon
any untrue or alleged untrue statement of any material fact contained
in any such registration statement or any preliminary prospectus or
final prospectus constituting a part thereof, or any amendment or
supplement thereto, or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not mis-
leading, in each case to the extent, but only to the extent that such
untrue statement or alleged untrue statement or omission was made in
said registration statement, said preliminary prospectus, said final
prospectus or said amendment or supplement in reliance upon and in
conformity with written information furnished by the Consultant for use
in the
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preparation thereof; and the Consultant will reimburse the Company or
any such director, officer or controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action as
applicable to the Consultant.
5. Expenses.
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Consultant shall be responsible for all of its out-of-pocket expenses,
including telephone charges, postage, express mail and deliveries,
travel, lodging and similar expenses for providing the Consulting
Services unless prior written authorization of reimbursement is obtained
from the Company. The Company may from time to time require that
Consultant arrange for services of others, such as third party work
(lay-outs, xxxx-ups, printing, art, photograph or graphics), for the
Company annual reports, interim shareholder reports, product brochures,
etc. All costs to Consultant for those services will be paid by the
Company but in no event shall Consultant employ others at the expense
of the Company without prior written authorization from the Company.
6. Confidentiality.
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Except in the course of the performance of the Consulting Services,
Consultant agrees that it shall not disclose any trade secrets, know
how, or other proprietary or confidential information not in the public
domain learned as a result of this Agreement unless and until such
information becomes generally known.
7. Assignability.
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This Agreement shall not be assignable by any party except to successors
to all or substantially all of the business of either party for any
reason whatsoever without the prior consent of the other party, which
consent may be arbitrarily withheld by the party whose consent is
required.
8. Applicable Law.
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This Agreement shall be governed by and construed pursuant to the laws
of the State of New Jersey, where it was made and executed without
regard to principles of conflict of laws and each party agrees and
consents to the exclusive jurisdiction of the courts of the State of
New Jersey in any actions or proceedings arising out of this Agreement.
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9. Amendment.
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No amendment or variation of the terms of this Agreement shall be valid
unless made in writing and signed by the parties hereto.
10. Complete Agreement.
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This Agreement represents the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings between the parties and it may not
be modified, changed or altered by any of the parties without a further
written contract signed by both parties.
IN WITNESS WHEREOF, the Agreement has been executed by the parties as of the
date first written above.
TECDYNE, INC.
/s/ Xxxxxx X. Xxxxxxxx
By: --------------------------
XXXXXX X. XXXXXXXX,
Chairman of the Board
XXXXXX XXXXXX & COMPANY, INC.
/s/ Xxxxxx X. Xxxxxx
By: --------------------------
XXXXXX X. XXXXXX, CEO
