STARTRONIX INTERNATIONAL, INC.
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement"), made and entered into as of
this 26th day of May, 1999 by and between StarTronix International, Inc., a
Delaware corporation ("StarTronix") and Western Global Telecommunications, Inc.
("WGT" or the "Consultant").
RECITALS
WHEREAS, the Company is in the business of marketing various on-line
services using its Internet Screen-Phone platform concept "StarScreen";
WHEREAS, WGT is in the business of providing product development consulting
services for electronic platforms;
WHEREAS, the parties hereto have previously discussed the terms of a
consulting agreement and desire to finalize all discussions between them into
this Agreement;
WHEREAS, the Company wishes to engage the consulting services of
Consultant; and
WHEREAS, Consultant wishes to provide the Company with consulting services.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto hereby agree as follows:
1. CONSULTING SERVICES
The Company hereby authorizes, appoints and engages the Consultant to
perform the following services in accordance with the terms and conditions set
forth in this Agreement:
The Consultant will consult with the Company concerning the design,
development, and preparation hardware and software as necessary for the
manufacture, test, and shipment of StarScreens.
2. TERM OF AGREEMENT
This Agreement shall be in full force and effect as of April 15, 1999 for a
period of one (1) year, unless earlier terminated in writing by both parties.
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Either party may terminate this Agreement upon a material breach or
circumvention of this Agreement by the other party.
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3. COMPENSATION TO CONSULTANT
The Company shall compensate Consultant as follows:
a. Consultant shall receive an aggregate of 2,100,000 shares of "restricted"
common stock of the Company (the "Shares"). The Shares shall be registered on a
Form S-8 Registration Statement as soon as reasonably practicable in the
discretion of the Company.
4. REPRESENTATIONS AND WARRANTIES OF CONSULTANT
Consultant represents and warrants to and agrees with the Company that:
a. This Agreement has been duly authorized, executed and delivered by
Consultant. This Agreement constitutes the valid, legal and binding obligation
of Consultant, enforceable in accordance with its terms, except as rights to
indemnity hereunder may be limited by applicable federal or state securities
laws, and except as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditor's rights
generally; and
b. The consummation of the transactions contemplated hereby will not result
in any breach of the terms or conditions of, or constitute a default under, any
agreement or other instrument to which Consultant is a party, or violate any
order, applicable to Consultant, of any court or federal or state regulatory
body or administrative agency having jurisdiction over Consultant or over any of
its property, and will not conflict with or violate the terms of Consultants's
current employment.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents, warrants, covenants to and agrees with
Consultant that:
a. This Agreement has been duly authorized, and executed by the Company.
This Agreement constitutes the valid, legal and binding obligation of the
Company, enforceable in accordance with its terms, except as rights to indemnity
hereunder may be limited by applicable federal or state securities laws, except
in each case as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditor's rights generally.
b. During the course and in the context of any discussions with potential
investors or funding sources, the Company will not make any untrue statements of
material fact or omit to state a material fact necessary in order to make any
statement, in light of the circumstances under which it is made, not misleading.
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c. There is not now pending or, to the knowledge of the Company, threatened,
any action, suit or proceeding to which the Company is a party before or by any
court or governmental agency or body which might result in a material adverse
change in the financial condition of the Company. The performance of this
Agreement and the consummation of the transactions contemplated hereby will not
result in a breach of the terms or conditions of, or constitute a default under,
any statute, indenture, mortgage or other material Agreement or instrument to
which the Company is a party, or violate any order, applicable to the Company,
or governmental agency having jurisdiction over the Company or over any of its
property.
d. The parties hereto agree that the Company shall be responsible for any
and all costs and expenses reasonably incurred by Consultant in performing his
duties hereunder, including but not limited to legal fees, printing costs, fees
paid to third-party professionals, etc. No expense to be reimbursed by the
Company shall be incurred by Consultant without the prior approval of the
Company.
6. INDEPENDENT CONTRACTOR
Both the Company and the Consultant agree that the Consultant will act as
an independent contractor in the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that Consultant,
or any employee, agent or other authorized representative of Consultant, is a
partner, joint venturer, agent, officer or employee of the Company. Neither
party hereto shall have any authority to bind the other in any respect vis a vis
any third party, it being intended that each shall remain an independent
contractor and responsible only for its own actions.
7. NOTICES
Any notice, request, demand, or other communication given pursuant to the
terms of this Agreement shall be deemed given upon delivery, if hand delivered
or sent via facsimile, or Forty-Eight (48) hours after deposit in the United
States mail, postage prepaid, and sent certified or registered mail, return
receipt requested, correctly addressed to the addresses of the parties indicated
below or at such other address as such party shall in writing have advised the
other party.
If to the Company:
StarTronix International, Inc.
7700 Irvine Center Drive, Suite 510
Irvine, CA 92618
Attn: Greg Gilbert, President
Facsimile (949) 646-7997
with a copy to:
Law Offices of M. Richard Cutler
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
Attn: M. Richard Cutler, Esq.
Facsimile No: 949-719-1988
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If to Consultant:
Western Global Telecommunications, Inc.
7700 Irvine Center Drive, Suite 510
Irvine, CA 92618
Attn: E.G. Abbadessa, President
Facsimile No.: (949) 727-7454
8. ASSIGNMENT
This contract shall inure to the benefit of the parties hereto, their
heirs, administrators and successors in interest. This Agreement shall not be
assignable by either party hereto without the prior written consent of the
other.
9. CHOICE OF LAW AND VENUE
This Agreement and the rights of the parties hereunder shall be governed by
and construed in accordance with the laws of the State of California including
all matters of construction, validity, performance, and enforcement and without
giving effect to the principles of conflict of laws. Any action brought by any
party hereto shall be brought within the State of California, County of Orange.
10. NONDISCLOSURE
Each party hereto agrees to keep the terms of this Agreement and the
transactions contemplated hereby as confidential and shall not disclose such
information to any third party, other than professional advisors utilized to
negotiate and consummate the transactions contemplated hereby. The parties
hereto agree that in the event there is a breach of the foregoing
confidentiality provision, the damage to the parties hereto would be difficult
to estimate and as a result, in the event of such a breach, the non-breaching
party, in addition to any and all other remedies allowed by law, would be
entitled to injunctive relief enjoining the actions of the breaching party.
11. ENTIRE AGREEMENT
Except as provided herein, this Agreement, including exhibits, contains the
entire agreement of the parties, and supersedes all existing negotiations,
representations, or agreements and all other oral, written, or other
communications between them concerning the subject matter of this Agreement.
There are no representations, agreements, arrangements, or understandings, oral
or written, between and among the parties hereto relating to the subject matter
of this Agreement that are not fully expressed herein.
12. SEVERABILITY
If any provision of this Agreement is unenforceable, invalid, or violates
applicable law, such provision, or unenforceable portion of such provision,
shall be deemed stricken and shall not affect the enforceability of any other
provisions of this Agreement.
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13. CAPTIONS
The captions in this Agreement are inserted only as a matter of convenience
and for reference and shall not be deemed to define, limit, enlarge, or describe
the scope of this Agreement or the relationship of the parties, and shall not
affect this Agreement or the construction of any provisions herein.
14. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which shall together constitute one and
the same instrument.
15. MODIFICATION
No change, modification, addition, or amendment to this Agreement shall be
valid unless in writing and signed by all parties hereto.
16. ATTORNEYS FEES
Except as otherwise provided herein, if a dispute should arise between the
parties including, but not limited to arbitration, the prevailing party shall be
reimbursed by the non-prevailing party for all reasonable expenses incurred in
resolving such dispute, including reasonable attorneys' fees.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
"STARTRONIX" "CONSULTANT"
STARTRONIX INTERNATIONAL, INC. WESTERN GLOBAL
TELECOMMUNICATIONS, INC.
/s/ Greg Gilbert /s/ E.G. Abbadessa
By: Greg Gilbert By: E.G. Abbadessa
Its: President Its: President
