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EXHIBIT 10.3
EMPLOYMENT AND STOCK PURCHASE
AGREEMENT ("Agreement"), dated March _____, 2000, between CATHEL
PARTNERS LTD., a Delaware corporation with offices at 68 Schraalenburg Road,
Harrington Park, New Jersey 07640 (hereinafter called the "Company"), and John
J. Gitlin, residing at 3008 Falls Church Lane, Mesquite, Texas (hereinafter
called "Executive").
WHEREAS, the Company wishes to retain and continue the employment of
Executive as its Vice President; and
WHEREAS, Executive is desirous of entering into this Agreement upon the
terms and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained, the parties to this Agreement agree as follows:
1. EMPLOYMENT
Company shall employ Executive, and Executive agrees to continue to
serve as the Vice President of the Company.
2. EXECUTIVE'S TITLE AND DUTIES
2.1 TITLE AND DUTIES
Executive shall during the term of his employment hereunder be
primarily responsible for reestablishing the Company as a publicly
trading company and seeking out and negotiating a merger with or
acquisition of an existing business venture as well as other duties and
responsibilities which may be assigned to Executive by the Company's
Board of Directors or its CEO.
3. TERM AND TERMINATION
The term of this Agreement shall begin on March 14, 2000 and shall be
terminable, at the election of the parties as follows:
a. Executive may, at his election, terminate this
agreement, upon thirty days written notice to the
Company, the earlier of one year from the date of
this agreement or upon the successful merger of the
Company with or acquisition of an existing business
venture;
b. Company may terminate this agreement, at its
election, upon the majority vote of the Board of
Directors or at the written request of a majority of
the Company's shareholders.
4. COMPENSATION AND EXPENSES
4.1 SALARY
The Company shall pay Executive during the Term of Employment a total
base salary (the "salary") of $3,000.00 per year, payable in equal
monthly installments at the end of each month. It is understood that
the Company may, in the sole discretion of its Board of Directors,
increase such base salary. If the Company in its discretion increases
the compensation of Executive for any period of time, and if Executive
accepts such increase, this Agreement shall continue in full force and
effect whether or not it
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has been amended to reflect such increase. Nothing herein is intended
or shall be construed to obligate the Company to make such increase.
Executive shall not be entitled to receive a finders' fee for
introducing the Company to any proposed merger or acquisition partner.
4.2 BUSINESS EXPENSES
The Company will reimburse Executive for all reasonable expenses
properly incurred by him in its behalf in the performance of his duties
hereunder, upon presentation of properly itemized charges, receipts
and/or similar documentation, and otherwise in accordance with policies
established from time to time by the Board of Directors of the Company.
5. STOCK PURCHASE AGREEMENT
In addition to the compensation provided to Executive under Paragraphs
4.1 and 4.2 hereinabove, Company hereby grants to Executive the right
to purchase up to 120,000 shares of the Company's common stock (the
"Shares") during the term of this Agreement.
5.1 PURCHASE PRICE AND EXERCISE
The price to be paid by Executive for the Shares shall be $.005 per
share. Consideration to be paid by Executive for the Shares shall be in
the form of cash, notes, cancellation of debt or any combination
thereof. Executive shall exercise his right to purchase all or some of
the Shares by delivering to the Company at its executive offices
written notice of his intention to purchase which shall include the
number of shares to be purchased and the nature of the consideration to
be paid to the Company for the shares. Upon delivery of the written
notice along with delivery of payment in the form as permitted by this
paragraph, the Company shall as soon as is practicable cause to be
delivered to Executive a certificate or certificates evidencing the
number of shares to be issued to Executive. The parties acknowledge
that as of the date of this agreement, the certificates presently held
by the Company's transfer agent are in the name of BC Communications
Inc., the Company's former name. The parties agree that, upon consent
of both parties, the Company may issue to Executive a Share Receipt
evidencing the number of shares being issued to Executive which shall
be as valid as if the Company had issued to Executive a share
certificate or certificates and shall fully vest in Executive all right
title and interest in and to the shares being purchased by Executive.
Company agrees that upon effectuating the issuance of new certificates
reflecting the change of the Company's name, Company shall, upon the
request of Executive, immediately cause to be issued to Executive the
new certificates evidencing the Shares.
5.2 SHARES TO BE ISSUED
The Shares being issued under this Agreement shall be restricted
securities as defined under Rule 144 of the Securities Act of 1933, as
amended (the "Act") but shall be subject to the exemptions provided
pursuant to Rule 701 of the Act so long as at the time that Executive
purchases the Shares the Company is not subject to the reporting
requirements of section 13 or 15(d) of the Securities Exchange Act of
1934 nor is registered nor required to be registered under the
Investment Company Act of 1940.
6 EXTENT OF SERVICES.
The Company acknowledges that Executive is currently an officer and
director of other corporations, including Construction Technology
Industries Inc. and HITK Corporation and further acknowledges and
agrees that Executive will not be spending more than an average of 20
hours per month in the performance of his duties. Executive agrees that
he shall not seek a merger with or acquisition of any entity in which
Executive or a member of his family has a direct or indirect interest,
including without
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limiting the foregoing, being an officer, director or shareholder of
the entity. Executive further agrees that in the event that a business
venture is made available to the Company and to any entity in which the
Executive is an officer, director or shareholder, and the proposed
merger or acquisition candidate has not expressed a preference, the
company which first filed a registration statement will be entitled to
proceed with the proposed transaction.
7. INDEMNIFICATION
The Company shall indemnify the Executive and hold him harmless for all
acts or decisions made by him in good faith while performing services
for the Company to the fullest extent permitted under Delaware law. The
Company shall pay all expenses including attorney's fees, actually and
necessarily incurred by him in connection with the defense of any
action, claim, suit or proceeding, and in connection with any related
appeal, including the cost of court settlements.
8. ASSIGNMENT
This Agreement and any rights (including Executive's Compensation)
hereunder shall not be assigned, pledged or transferred in any way by
either party hereto except that the Company shall have, with
Executive's consent, the right to assign its rights hereunder to any
third party successor in interest of the Company whether by merger,
consolidation, purchase of assets or stock or otherwise. Any attempted
assignment, pledge, transfer or other disposition of this Agreement or
any rights, interests or benefits contrary to the foregoing provisions
shall be null and void.
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9. NOTICES
All notices, requests, demands and other communications hereunder must
be in writing and shall be deemed to have been duly given if delivered
by hand, sent by facsimile, or mailed by first class, registered mail,
return receipt requested, postage and registry fees prepaid to, the
applicable party and addressed as follows:
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(i) if to the Company: (ii) if to Executive:
Cathel Partners Ltd.
68 Schraalenburg Road John J. Gitlin
Harrington Park, NJ 07640
3008 Falls Church Lane
Mesquite, Texas 75149
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10. SEVERABILITY
If any provision of this Agreement shall, for any reason, be adjudged
by any court of competent jurisdiction to be invalid or unenforceable,
such judgment shall not affect, impair or invalidate the remainder of
this Agreement but shall be confined in its operation to the
jurisdiction in which made and to the provisions of this Agreement
directly involved in the controversy in which such judgment shall have
been rendered.
11. WAIVER
No course of dealing and no delay on the part of any party hereto in
exercising any right, power, or remedy under or relating to this
Agreement shall operate as a waiver thereof or otherwise prejudice such
party's rights, powers and remedies. No single or partial exercise of
any rights, powers or remedies under or relating to this Agreement
shall preclude any other or further exercise thereof or the exercise of
any other right, power or remedy.
12. ENTIRE AGREEMENT/GOVERNING LAW
This Agreement embodies the entire understanding and supersedes all
other oral or written agreements or understandings, between the parties
regarding the subject matter hereof. No change, alteration, or
modification hereof may be made except in writing signed by both
parties hereto. This Agreement shall be construed and governed in all
respect and shall at all times be determined in accordance with the
laws of the State of New Jersey.
13. HEADINGS
The headings of Paragraphs herein are included solely for convenience
of reference and shall not control the meaning or interpretation of any
of the provisions of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, consisting of five (5) pages, on this ____ day of March ___, 2000.
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CATHEL PARTNERS LTD.
/S/
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Witness
By: Robert N. Schuck
Its: President
JOHN J. GITLIN
/S/
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Witness
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