Exhibit 10.13 - Business Development Agreement (Lighthouse Advisors, Inc.)
BUSINESS DEVELOPMENT AGREEMENT
THIS BUSINESS DEVELOPMENT AGREEMENT (the "Agreement") is made and
entered into as of August 26, 2004 by and between WWAP, INC., a Delaware
corporation (the "Company"), and LIGHTHOUSE ADVISORS, INC., a Delaware
corporation ("Lighthouse").
RECITALS:
WHEREAS, the Company desires to engage Lighthouse, and Lighthouse
desires to be engaged by the Company, to provide certain business development
services in accordance with and subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
AGREEMENT:
ARTICLE 1.
ENGAGEMENT
1.1. Engagement. The Company hereby engages Lighthouse, and Lighthouse
hereby accepts such engagement.
1.2. Services. Upon the request of the Company, Lighthouse shall
perform the services set forth on Exhibit "A" hereto.
1.3 Appointment to Advisory Board. During the Term (as defined below),
the Company agrees to appoint Jay Wright and Kurt Gordon to the Company's
advisory board. In such capacity, the principals shall periodically advise the
Company on the matters described in Exhibit "A" hereto.
ARTICLE 2.
TERM OF ENGAGEMENT
2.1. Term. The engagement of Lighthouse pursuant to the terms hereof
shall commence on the date hereof and shall continue for a period of twelve (12)
months at which time this Agreement shall continue on a month-to-month basis
until terminated by either party by providing thirty (30) days prior written
notice to the other party (the "Term").
2.2. Independent Consultant. The Company and Lighthouse acknowledge and
agree that Lighthouse is an independent contractor and that nothing in this
Agreement is intended to cause Lighthouse to be a fiduciary, agent, joint
venturer, legal representative, partner or servant of the Company for any
purpose whatsoever. Lighthouse agrees that the Company shall in no event assume
liability for or be deemed liable hereunder as a result of any contract,
agreement, understanding, debt or obligation entered into by Lighthouse on the
Company's behalf without the Company's prior written consent. Lighthouse shall
be solely responsible for and shall pay all taxes, assessments, and fees
incident to the performance of his obligations pursuant to this Agreement.
ARTICLE 3.
COMPENSATION OF CONSULTANT
3.1. Compensation. As compensation for the services to be provided
hereunder (the "Compensation"), the Company shall pay Lighthouse a fee payable
by the issuance of a number of shares of common stock equal to 2% of the
Company's outstanding capital stock on a fully diluted basis (after taking into
account all outstanding options, warrants and other securities convertible or
exchangeable into shares of capital stock of the Company). This fee shall be
deemed fully earned as of the date hereof.
ARTICLE 4.
MISCELLANEOUS
4.1. Lock-up Agreement. Jay Wright and Kurt Gordon agree not to sell or
otherwise transfer or dispose of any shares of the Company's common stock
received under this Agreement for a period of 180 days following the date of
this Agreement.
4.2. Notices. All notices hereunder, to be effective, shall be in
writing and shall be deemed delivered when delivered by hand, upon confirmation
of receipt by telecopy or when sent by first-class, certified mail, postage and
fees prepaid, as follows:
(a) for notices and communications to the Company
WWAP, Inc.
C/o ActivePoint, Ltd.
20 Giborel Israel St.Poleg Industrial one
Netanya Israel - 42504
Attention: Moshe Ofer
Telephone: 972-9-8857484
Facsimile: 972-9-8853233
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(b) for notices and communications to Lighthouse:
Lighthouse Advisors, LLC
12900 Crouch Drive
Fairfax, VA 22030
Attention: Jay Wright or Kurt Gordon
By notice complying with the foregoing provisions of this Section, each party
shall have the right to change the address for future notices and communications
to such party.
4.3. Modification. This Agreement constitutes the entire Agreement
between the parties hereto with regard to the subject matter hereof, superseding
all prior understandings and agreements, whether written or oral. This Agreement
may not be amended or revised except by a writing signed by both of the parties
hereto.
4.4. Assignment. This Agreement and all rights hereunder are personal
to Lighthouse and may not, unless otherwise specifically permitted herein, be
assigned by it. Notwithstanding anything else in this Agreement to the contrary,
the Company may assign this Agreement to and all rights hereunder shall inure to
the benefit of any person, firm or corporation succeeding to all or
substantially all of the business or assets of the Company whether by purchase,
merger or consolidation.
4.5. Captions. Captions herein have been inserted solely for
convenience of reference and in no way define, limit or describe the scope or
substance of any provision of this Agreement.
4.6. Severability. The provisions of this Agreement are severable, and
the invalidity of any provision shall not affect the validity of any other
provision. In the event that any arbitrator or court of competent jurisdiction
shall determine that any provision of this Agreement or the application thereof
is unenforceable because of the duration or scope thereof, the parties hereto
agree that said arbitrator or court in making such determination shall have the
power to reduce the duration and scope of such provision to the extent necessary
to make it enforceable, and that the Agreement in its reduced form shall be
valid and enforceable to the full extent permitted by law.
4.7. Governing Law. This Agreement shall be construed under and
governed by the laws of the State of Maryland without regard to its principles
of conflicts of laws. The parties hereto agree that except as otherwise provided
in this Agreement, any claim or dispute arising under or in connection with this
Agreement shall be submitted for adjudication exclusively in courts of
Montgomery County, Maryland, and each of the parties hereto expressly agrees to
be bound by such selection of jurisdiction and venue for purposes of such
adjudication.
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IN WITNESS WHEREOF, the parties hereto have caused this Business
Services Agreement to be executed by their representatives thereunto duly
authorized.
WWAP, INC.
By:/s/ Moshe Ofer
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Name: Moshe Ofer
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Title: President
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LIGHTHOUSE ADVISORS, INC.
By:/s/ Kurt Gordon
---------------------------------
Name: Kurt Gordon
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Title: Chief Financial Officer
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EXHIBIT "A"
DESCRIPTION OF SERVICES
1. Lighthouse Advisors shall be available to assist the Company with
respect to introduction to potential customers, advice with shareholder
relations and such other services as the parties may agree to.
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