CONSULTING AGREEMENT
AGREEMENT, entered into as of this 1st day of October, 2000,
by and between MERIDIAN USA HOLDINGS, INC., a Florida corporation, with its
principal place of business located at 3350 N.W. 2nd Avenue, Suite A-28, Boca
Raton, FL 33431 ("Company") and ESSEX CONSULTING CORP., a Florida corporation
with its principal place of business located at 1818 Sheridan Street, Suite 210,
Hollywood, FL 3020 ("Consultant").
W I T N E S S E T H :
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WHEREAS, Consultant has provided valuable services to the
Company and its subsidiaries in the past; and
WHEREAS, in recognition of these services and to avail itself
of Consultant's services in the future, the Company desires to engage Consultant
as a consultant pursuant to the terms and conditions set forth herein; and
WHEREAS, Consultant agrees to accept the engagement as
Consultant.
NOW, THEREFORE, in consideration of the foregoing and the
mutual promises and covenants set forth below, the parties agree as follows:
1. ENGAGEMENT. The Company hereby engages Consultant and Consultant
hereby accepts engagement as a consultant to the Company on the terms and
conditions set forth herein. Consultant shall provide such time and effort in
the performance of his duties hereunder as may be deemed reasonably necessary by
him to perform the duties described below.
2. CONSULTANT'S DUTIES.
a) Consultant will perform the following services for the Company:
(i) Consultant will use his experience and knowledge to assist
the Company in sales and marketing of all its products and
the growth and development of its business.
(ii) Consultant will provide advice and consultation in the
areas of corporate finance and strategic planning.
(iii) Consultant will assist in any other area that the Company
requires from time to time.
b) All work performed by Consultant pursuant to this Agreement
shall be of the highest professional standards and shall be
performed to the Company's reasonable satisfaction. The
Company may, in its sole and absolute discretion, choose to
implement any or all of Consultant's opinions, suggestions or
recommendations, or decline to implement same.
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3. INDEPENDENT CONTRACTOR RELATIONSHIP. This Agreement is intended to
establish an independent contractor relationship between the Company and
Consultant, and all of its terms shall be interpreted in light of that
intention.
4. TERM OF AGREEMENT. The term of this Agreement shall be for a period of
five (5) years commencing from the date of this Agreement.
5. TERMINATION.
a) This Agreement may be terminated by Consultant for cause upon
thirty (30) days prior written notice to the Company.
b) This Agreement may be terminated by the Company for cause upon
written notice to Consultant.
c) For purposes of this Agreement, "cause" shall mean any of the
following events:
(i) A material breach of any provision of this Agreement
by Company or Consultant;
(ii) Disability of the principal representative of
Consultant performing services for the Company such
that he is unable to fulfill the obligations of this
Agreement for a period of ninety (90) consecutive
days;
(iii) Death of the principal representative of Consultant
performing services for the Company.
(iv) Dishonesty in the performance of Consultant's duties
of a material nature adversely affecting the Company;
(v) An act or acts by Consultant resulting in:
(1) conviction of a Consultant for a felony or a plea
of guilty or no contest to any felony; or
(2) any formal finding by a judicial regulatory
or self-regulatory body that Consultant has
engaged in conduct involving, or has entered
into a consent decree as a result of
allegations involving, any violation of the
securities or commodities laws of the United
States, or any state thereof (or, if located
abroad, any foreign jurisdiction) or any
regulation promulgated thereunder;
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(vi) Intentional engagement by Consultant in conduct
materially injurious to the Company or its affiliates,
including, but not limited to breaches of trust;
(vii) Any intentional, willful or reckless
misappropriation or misuse by Consultant of any
confidential or proprietary information of the
Company or its affiliates for his personal gain or
that of others; or
(viii) Misappropriation of corporate funds materially and
adversely affecting the financial condition of the
Company.
d) If, during the term of this agreement, a controlling interest
in the Company is acquired by an unaffiliated third party
through a merger, acquisition, or otherwise, this Agreement
shall automatically terminate on the closing date of such
acquisition. For purposes of this paragraph, a "controlling
interest" shall mean the power, through stock ownership,agency,
or otherwise, or in connection with an agreement or
understanding with one or more other persons by or through
stock ownership, agency, or otherwise, to control the business
and affairs of the Company.
e) In the event the Company terminates this Agreement for
"cause" as defined above, or this Agreement is terminated
pursuant to paragraph 5(d), the Company shall have no further
obligation to Consultant, other than payment of compensation
earned through the date of termination.
6. COMPENSATION. Company will pay Consultant compensation as follows:
a) Upon signing this Agreement, the Company shall pay Consultant
the sum of $100,000.
b) Provided that Consultant satisfactorily performs its
obligations hereunder, the Company shall pay Consultant a
monthly consulting fee of $4,166.67 payable on the first day
of each month during the term hereof.
7. CONFIDENTIALITY. During the term of this Agreement and thereafter,
Consultant agrees that he will not disclose, confirm, furnish or make available
any secret or confidential knowledge or information with respect to the
business, or other affairs, assets, operations, plans or know-how of the Company
or its subsidiaries or affiliates, including, but not limited to, data,
materials, technology, business plans, marketing plans, financial information,
customer lists, suppliers, products and other information disclosed or
submitted, orally, in writing, or by any other media, to anyone without the
prior written consent of the Company, and shall hold any such information in
trust solely for the benefit and use of the Company.
8. WAIVER. The failure of either party to exercise any power given
to it hereunder, or to insist upon strict compliance by the other party with any
obligation or condition hereunder, or any waiver of a breach of any provision,
or any custom or practice of the parties at variance with the terms of this
Agreement, shall not constitute a waiver of future enforcement of such provision
nor a waiver of the right to demand exact compliance with all terms of this
Agreement.
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9. ASSIGNMENT. This Agreement may not be transferred or assigned by the
Company or Consultant, voluntarily or by operation of law. Any attempted
transfer shall be void and a material breach of this Agreement.
10. MODIFICATION. No amendment, modification or waiver of this Agreement
shall be valid unless in writing and signed by all parties hereto.
11. SEVERABILITY. If any provision, paragraph or subparagraph of this
Agreement is adjudged by any court of competent jurisdiction to be void or
unenforceable in whole or in part, such adjudication shall be not be deemed to
affect the validity of the remainder of the Agreement. Each provision, paragraph
and subparagraph hereof is declared to be separable from every other provision,
paragraph and subparagraph, and constitutes a separate and distinct covenant. If
any provision of this Agreement is found to be invalid because it is
unreasonably restrictive, the parties agree that such lesser restriction which
is valid shall be substituted for the invalid provision.
12. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and contains all of the agreements between the parties with
respect to the subject matter hereof. This Agreement supercedes any and all
other agreements, whether oral or in writing, between and among Consultant and
the Company and any of its subsidiaries or affiliates.
13. LEGAL COUNSEL. All parties to this Agreement represent that they have
had adequate opportunity to consult with counsel selected by each of them
regarding the negotiations and execution of this Agreement, or have waived the
benefit of such counsel.
14. GOVERNING LAW. This Agreement shall be subject to and governed by the
laws of the State of Florida applicable to agreements made and performed wholly
in the State of Florida.
15. NOTICES. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
within seventy-two (72) hours after mailing if mailed to the party to whom
notice is to be given, by first class mail, registered or certified, postage
prepaid, and properly addressed to each party at the addresses listed at the end
of this Agreement, or to such changed address as may be fixed by written notice
in the same manner as notice is to be given.
16. CAPTIONS, HEADINGS AND PARAGRAPH TITLES. All captions, headings and
paragraph titles of this Agreement are for convenience only and shall not to be
otherwise used for interpretation or definition of any of the provisions hereof.
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17. EFFECTIVE DATE. This Agreement shall become binding and effective upon
the execution by the respective parties hereto.
18. ATTORNEYS' FEES. In the event of any litigation between the parties
with respect to the enforcement of this Agreement, the prevailing party in such
litigation, as determined by the Court, shall be entitled to recover, in
addition to any damages to which it or he is entitled, the attorneys' fees and
expenses incurred by the prevailing party in such litigation.
19. CORPORATE AUTHORITY. The execution and delivery of this Agreement by
the Company and Consultant, and the performance of the obligations hereunder,
shall be duly authorized by all necessary corporate action.
20. SURVIVAL. The provisions of paragraphs 7, 14 and 18 of this Agreement
shall survive the expiration or earlier termination of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date set forth above.
MERIDIAN USA HOLDINGS, INC. ESSEX CONSULTING CORP
By: /s/Alan Posner /s/Jeffery H. Weinstein
Name: Alan Posner Name:.Jeffery H. Weinstein
Title: Chief Executive Officer Title: Vice President
Address: Address:
3350 N.W. 2nd Avenue 1818 Sheridan Street, Suite 210
Suite A-28 Hollywood, Florida 33020
Boca Raton, Florida 33431
