EXHIBIT 10.3
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CONSULTANT AGREEMENT
THIS CONSULTANT SERVICES AGREEMENT ("Agreement") is made effective on
this the 30th day of September, 1999, by IRT INDUSTRIES, INC., a Florida
corporation (the "Company"), and Jason M. Baker ("Consultant").
WHEREAS, the Consultant is responsible for providing advice and
services to the Company.
R E C I T A L S:
The Company wishes to grant the Consultant, and Consultant wishes to
receive, as full compensation for such consultation services to the Company, a
total of 60,000 Shares of the common stock of the Company ("Common Stock"), all
pursuant to the provisions set forth herein;
NOW, THEREFORE, in consideration of the sum of twenty ($20.00) Dollars,
and other good and valuable consideration, the premises, mutual promises,
covenants, terms and conditions herein, the receipt and sufficiency of which,
are hereby acknowledged by the parties, and the parties do hereby agree as
follows:
1. GRANT OF SHARES. The Company hereby grants to the Consultant shares of
Common Stock (the "Shares") in the Company.
2. SHARE DELIVERY. Upon execution this agreement the Company shall deliver, as
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soon as practicable, a Certificate representing the Shares as payable. The
Consultant agrees to be bound by the terms and conditions hereof and any
Consultant Services Plan filed with the Securities Exchange Commission "SEC" in
relation hereto.
3. SERVICES. Consultant has been engaged by the Company, and Consultant agrees
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that he will render the Company business consultation services as they relate to
the identification and acquisition of suitable candidates for the Company's
Board of Directors, and for providing other advice and services as needed by the
Company.
4. COMPENSATION. The Consultant is not entitled to receive cash compensation
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from any party in connection herewith. All Compensation shall be made in the
form of "Common Stock" of the Company, as listed on the NASDAQ OTC-BB symbol
"IRTG" and the receipt of the shares as referenced herein shall constitute full
compensation. The parties agree that the Shares shall be valued at the last
trade at the close of business on the day same bears date, or $.375 each. The
Consultant also acknowledges that his employment with the Company shall be as an
"independent contractor" within the meaning of such as defined by the Internal
Revenue Code, and consultant further acknowledges that he will be solely
responsible for all taxes resulting from his compensation in connection
herewith.
5. REGISTRATION OR EXEMPTION. Notwithstanding anything to the contrary contained
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herein, the Shares may not be issued unless the Shares are registered pursuant
to the Securities Act of 1933, as amended ("Act").
6. COMPANY'S RIGHTS. The existence of the Shares shall not affect in any way the
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rights of IRT to conduct its normal or any legal business of the Company.
7. AMENDMENTS. This Agreement may not be amended unless by the written consent
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of the Board of the Company and Consultant.
8. EXCLUSIVE. The Consultant agrees that he will not engage any outside
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commitments, which will render him unable to comply fully as anticipated herein
with his duties and obligations to IRT.
9. GOOD FAITH AND FAIR DEALING. The Consultant will use every reasonable
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precaution to ensure that no material facts, representations or promises are
made without reasonable ability of any party to comply with such. Consultant
shall at all times use every precaution to ensure that a high level of integrity
and security is maintained in carrying out his duties in connection herewith.
10. HOLD HARMLESS. The Consultant agrees to hold the Company harmless for any
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and all liabilities, direct or indirect, hereafter that may arise from the
action(s) or lack thereof, of the Consultant.
11. GOVERNING LAW. This Agreement shall be governed entirely by the laws of the
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State of North Carolina. The sole venue for any action arising hereunder shall
be Mecklenburg County, North Carolina. Consultant hereby consents to and waives
jurisdiction in any other forum.
12. BINDING EFFECT. This Agreement shall be binding upon and for the benefit of
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the parties hereto and their respective heirs, permitted successors, assigns
and/or delegates.
13. CAPTIONS. The captions herein are for convenience and shall not control the
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interpretation of this Agreement.
14. COOPERATION. The parties agree to execute such reasonable necessary
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documents in order to carry out the intent and purpose of this Agreement as set
forth herein.
15. GENDER AND NUMBER. Unless the context otherwise requires, references in this
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Agreement in any gender shall be construed to include all other genders,
references in the singular shall be construed to include the plural, and
references in the plural shall be construed to include the singular.
16. SEVERABILITY. In the event anyone or more of the provisions of this
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Agreement shall be deemed unenforceable by any court of competent jurisdiction
for any reason whatsoever, this Agreement shall be construed as if such
unenforceable provision was never contained herein.
17. ENTIRE AGREEMENT. This Agreement supersedes, circumvents and replaces any
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and all other agreements that may have been reached, and it shall replace such
other agreements whether written or oral, in their entirety, except as otherwise
provided herein.
18. MULTIPLE COUNTERPARTS. This Agreement may be made and executed in multiple
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counterparts each being considered an Original, the validity of which may not be
contested.
19. COLLABORATION. The Company has agreed to confidentially make available to
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the Consultant all "information" necessary to perform the duties set forth
herein. Consultant agrees that he will not personal for his own use or benefit
allow or cause another to use such information for his personal benefit or that
of another
NOW WHEREAS, in consideration of the foregoing, the parties having
read, and understanding the same, or having had the opportunity to seek advice
on same, the parties do hereby sign, and affix their seals and agree to be bound
by the terms, conditions and provisions hereof, on this the day same bears date.
IRT Industries, Inc.
/s/ Dale K. Chapman /s/ Jason M. Baker
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Dale K. Chapman, President/CEO Jason M. Baker, Consultant
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