CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") is being made as of this 31st
day of March, 2000 between booktech.com, inc., a Nevada corporation
("booktech"), having its principal offices at 42 Cummings Park, Woburn,
Massachusetts 01801, and VERUS INTERNATIONAL LTD., a Barbados corporation
("Verus") having its principal offices at Hangar 5, 4360 Agar Drive, Richmond,
British Columbia V7B 1A3.
W I T N E S S E T H:
WHEREAS, booktech desires to retain Verus and Verus desires to
be retained by booktech, subject to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual premises and
agreements contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Nature of Engagement; Term. booktech hereby retains
Verus and Verus agrees to serve booktech as a consultant, on an independent
contract basis, upon the terms and conditions contained herein. This engagement
shall commence as of March 31, 2000 and shall continue for a period of two (2)
years from that date.
2. Duties and Powers as Consultant. Verus shall be
engaged by booktech as a consultant in connection with its business affairs and
Verus hereby agrees to render such advisory and consulting services. In
providing its services, Verus shall be subject to the direction of the board of
directors of booktech (the "Board of Directors").
3. Compensation.
(a) So long as this Agreement is in effect, as
compensation for its services hereunder, booktech shall pay Verus a monthly fee
of $15,000.00, payable in bi-weekly installments, with an installment on the
second and fourth Friday of every month.
(b) Except as otherwise required by law, during
the term of this Agreement, booktech shall not be obligated or liable for any
other benefits or compensation payable to Verus. Verus shall not be entitled to
severance upon termination of this Agreement.
4. Representations and Warranties of Consultant. Verus
represents and warrants to booktech that Verus is under no contractual or other
restriction or obligation which is inconsistent with the execution of this
Agreement, the performance of its duties hereunder, or the other rights of
booktech hereunder.
5. Non-Competition. Verus agrees that neither it nor any
of its employees will (a) during the period it is retained by booktech engage
in, or otherwise directly or indirectly be employed by, or act as a consultant
or lender to, or be a director, officer, employee, owner or partner of, any
other business or organization that is or shall then be competing with booktech,
and (b) for a period of six months after it ceases to be retained by booktech,
directly or indirectly compete with or be engaged in the same business as
booktech, or be employed by, or act as consultant or lender to, or be a
director, officer, employee, owner or partner of, any business or organization
which, during that six month period, competes with or is engaged in the same
business as booktech, except that in each case the provisions of this Section 5
will not be deemed breached merely because Verus owns or acquires after the date
of this Agreement not more than five percent (5.0%) of the outstanding common
stock of a corporation (including any corporation competing with booktech), if,
at the time of its acquisition by Verus, such stock is listed on a national
securities exchange, is reported on NASDAQ, or is regularly traded in the
over-the-counter market by a member of a national securities exchange.
6. Confidential Information. All confidential
information which Verus or its employees may now possess, may obtain during the
term of its engagement by booktech, or may create prior to the end of the term
of its engagement by booktech, relating to the business of booktech or of any
customer or supplier of booktech, shall not be published, disclosed, or made
accessible by Verus or its employees to any other person, firm, or corporation
at any time without the prior written consent of booktech. Verus shall return
all tangible evidence of such confidential information to booktech prior to or
at the termination of its engagement.
7. Termination. Verus shall have the right to terminate
this Agreement with or without cause upon five (5) days prior written notice.
booktech shall have the right to terminate this Agreement only for good cause,
upon five (5) days prior written notice. No further compensation shall be
payable to Verus after the date on which termination shall take effect.
8. Survival. The covenants, agreements,
representations, and warranties contained in or made pursuant to this Agreement
shall survive Verus' termination of engagement, irrespective of any
investigation made by or on behalf of any party.
9. Modification. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof,
supersedes all existing agreements between them concerning such subject matter,
and may be modified only by a written instrument duly executed by each party.
10. Notices. Any notice or other communication required
or permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or delivered against receipt to the
party to whom it is to be given at the address of such party set forth in the
preamble to this Agreement (or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 10). In
the case of a notice to booktech, a copy of such notice (which copy shall not
constitute notice) shall be delivered to Camhy Karlinsky & Stein LLP, 1740
Broadway, New York, New York 10019, Attn. Willie E. Dennis, Esq. In the case of
a notice to Verus, a copy of such notice shall be delivered to Preston Gates &
Ellis LLP, 701 Fifth Avenue, Suite 5000, Seattle, Washington 98104, Attn. Gary
J. Kocher, Esq. Any notice or other communication given by certified mail shall
be deemed given
at the time of certification thereof, except for a notice changing a party's
address which shall be deemed given at the time of receipt thereof.
11. Waiver. Any waiver by either party of a breach of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Agreement. The failure of a party to insist upon strict adherence to any
term of this Agreement on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
12. Binding Effect. Verus' rights and obligations under
this Agreement shall not be transferable by assignment or otherwise, such rights
shall not be subject to encumbrance or the claims of Verus' creditors, and any
attempt to do any of the foregoing shall be void. The provisions of this
Agreement shall be binding upon and inure to the benefit of Verus and its
successors, and shall be binding upon and inure to the benefit of booktech and
its successors and its assigns.
13. Headings. The headings in this Agreement are solely
for the convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement.
14. Counterparts; Governing Law. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. It shall be governed by, and construed in accordance with, the laws
of the State of New York, without giving effect to the rules governing the
conflicts of laws.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first written
above.
booktech.com, inc.
By: /s/ Morris A. Shepard Ph.D
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Name: Morris A. Shepard Ph.D
Title: President & Chief Executive Officer
VERUS INTERNATIONAL LTD.
By: /s/ Joel Dumaresq
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Name: Joel Dumaresq
Title: