EX-10.1
Roger LeBlanc, ESQ., Barry Klein and Art Fillmore, ESQ.
LEGAL CONSULTING AGREEMENT
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this ___
day of April, 2000 by and between IMTL, a Missouri corporation (the "Company")
and, doing business as, a partnership of professional associations (the
"Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to
provide legal services; and
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant
hereby accepts this engagement on a non-exclusive basis
pursuant to the terms and conditions of this Consulting
Agreement.
2. Consultant has assisted and shall assist the Company with
the preparation of its Registration Statement on Form S-8.
Consultant will also assist the Company in connection with
general securities law over the past several years and matters
for a period of 60 calendar days from the date hereof. Any
additional work will be dealt with on a case by case basis.
Consultant is not being retained in conjunction with any
capital raising transaction.
3. In order to assist Consultant with his duties, the Company
will provide Consultant with such information, as may be
required by Consultant. Company will make available to
Consultant copies of all material agreements, notice of
pending or threatened litigation and notice of all proposed
press releases.
4. In consideration of the services to be provided, Consultant
shall receive a fee equal to 677,000 shares of the Company's
common stock.
5. The Company will register these shares pursuant to a
registration statement on Form S-8.
6. During the term of this Agreement, each party may have access
to trade secrets, know how, formulae, customer and price lists
all of which are valuable, special, proprietary and unique
assets of each. The parties agree that all knowledge and
information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary
capacity for the sole benefit of the other party, its
successors and assigns, and each agrees not to publish or
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PAGE 7
INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
- --------------------------------------------------------------------------------
divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential
information acquired during their term of this Agreement. At
the termination of this Agreement, or at any other time either
party may request the other party to deliver to the other,
without retaining any copies, notes or excerpts thereof, all
memoranda, diaries, notes, records, plans, specifications,
formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled
by, or delivered or made available to or otherwise obtained by
the respective parties. However, the foregoing provision shall
not prohibit Consultant from engaging in any work at any time
following his termination of this Agreement which does not
conflict with the terms of this Agreement.
7. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this
Agreement and the transactions provided for
herein shall be deemed to have been given or delivered when
deposited in the United States Mail, registered or certified,
and with proper postage and registration or certification fees
prepaid, addressed at their principal place of business or to
such other address as may be designated by either party in
writing.
8. This Agreement shall be governed by and interpreted pursuant
to the laws of the state of Maryland. By entering into this
Agreement, the parties agree to the jurisdiction of the
Maryland courts with venue in Montgomery County, Maryalnd. In
the event of any breach of this Agreement, the prevailing
party shall be entitled to recover all costs including
reasonable attorney's fees and those that may be incurred on
appeal.
9. This Agreement may be executed in any number of counterparts,
each of which when so executed an delivered shall be deemed an
original, and it shall not be necessary, in making proof of
this Agreement to produce or account for more than one
counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.
CONSULTANT: COMPANY:
IMTL
/s/ Barry Klein, Esq.
- ---------------------- By: /s/ Frederic Richardson
Barry Klein, Esq. ---------------------------
Frederic Richardson, Executive V. P.
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this ___
day of April, 2000 by and between IMTL, a Missouri corporation (the "Company")
and, doing business as, a partnership of professional associations (the
"Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to
provide legal services; and
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant
hereby accepts this engagement on a non-exclusive basis
pursuant to the terms and conditions of this Consulting
Agreement.
2. Consultant has assisted and shall assist the Company with
the
- --------------------------------------------------------------------------------
PAGE 8
INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
- --------------------------------------------------------------------------------
preparation of its Registration Statement on Form S-8.
Consultant will also assist the Company in connection with
general securities law over the past several years and matters
for a period of 60 calendar days from the date hereof. Any
additional work will be dealt with on a case by case basis.
Consultant is not being retained in conjunction with any
capital raising transaction.
3. In order to assist Consultant with his duties, the Company
will provide Consultant with such information, as may be
required by Consultant. Company will make available to
Consultant copies of all material agreements, notice of
pending or threatened litigation and notice of all proposed
press releases.
4. In consideration of the services to be provided, Consultant
shall receive a fee equal to 250,000 shares of the Company's
common stock.
5. The Company will register these shares pursuant to a
registration statement on Form S-8.
6. During the term of this Agreement, each party may have access
to trade secrets, know how, formulae, customer and price lists
all of which are valuable, special, proprietary and unique
assets of each. The parties agree that all knowledge and
information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary
capacity for the sole benefit of the other party, its
successors and assigns, and each agrees not to publish or
divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential
information acquired during their term of this Agreement. At
the termination of this Agreement, or at any other time either
party may request the other party to deliver to the other,
without retaining any copies, notes or excerpts thereof, all
memoranda, diaries, notes, records, plans, specifications,
formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled
by, or delivered or made available to or otherwise obtained by
the respective parties. However, the foregoing provision shall
not prohibit Consultant from engaging in any work at any time
following his termination of this Agreement which does not
conflict with the terms of this Agreement.
7. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this
Agreement and the transactions provided for
herein shall be deemed to have been given or delivered when
deposited in the United States Mail, registered or certified,
and with proper postage and registration or certification fees
prepaid, addressed at their principal place of business or to
such other address as may be designated by either party in
writing.
8. This Agreement shall be governed by and interpreted pursuant
to the laws of the state of Maryland. By entering into this
Agreement, the parties agree to the jurisdiction of the
Maryland courts with venue in Montgomery Count, Maryland. In
the event of any breach of this Agreement, the prevailing
party shall be entitled to recover all costs including
reasonable attorney's fees and those that may be incurred on
appeal.
9. This Agreement may be executed in any number of counterparts,
each of which when so executed an delivered shall be deemed an
original, and it shall not be necessary, in making proof of
- --------------------------------------------------------------------------------
PAGE 9
INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
- --------------------------------------------------------------------------------
this Agreement to produce or account for more than one
counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.
CONSULTANT: COMPANY:
IMTL
/s/ Roger LeBlanc, Esq.
- ---------------------- By: /s/ Frederic Richardson
Roger LeBlanc, Esq. --------------------------
Frederic Richardson, Executive V. P.
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this ___
day of April, 2000 by and between IMTL, a Missouri corporation (the "Company")
and, doing business as, a partnership of professional associations (the
"Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to
provide legal services; and
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant
hereby accepts this engagement on a non-exclusive basis
pursuant to the terms and conditions of this Consulting
Agreement.
2. Consultant has assisted and shall assist the Company with
the preparation of its Registration Statement on Form S-8.
Consultant will also assist the Company in connection with
general securities law over the past several years and matters
for a period of 60 calendar days from the date hereof. Any
additional work will be dealt with on a case by case basis.
Consultant is not being retained in conjunction with any
capital raising transaction.
3. In order to assist Consultant with his duties, the Company
will provide Consultant with such information, as may be
required by Consultant. Company will make available to
Consultant copies of all material agreements, notice of
pending or threatened litigation and notice of all proposed
press releases.
4. In consideration of the services to be provided, Consultant
shall receive a fee equal to 600,000 shares of the Company's
common stock.
5. The Company will register these shares pursuant to a
registration statement on Form S-8.
6. During the term of this Agreement, each party may have access
to trade secrets, know how, formulae, customer and price lists
all of which are valuable, special, proprietary and unique
assets of each. The parties agree that all knowledge and
information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary
- --------------------------------------------------------------------------------
PAGE 10
INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
- --------------------------------------------------------------------------------
capacity for the sole benefit of the other party, its
successors and assigns, and each agrees not to publish or
divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential
information acquired during their term of this Agreement. At
the termination of this Agreement, or at any other time either
party may request the other party to deliver to the other,
without retaining any copies, notes or excerpts thereof, all
memoranda, diaries, notes, records, plans, specifications,
formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled
by, or delivered or made available to or otherwise obtained by
the respective parties. However, the foregoing provision shall
not prohibit Consultant from engaging in any work at any time
following his termination of this Agreement which does not
conflict with the terms of this Agreement.
7. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this
Agreement and the transactions provided for
herein shall be deemed to have been given or delivered when
deposited in the United States Mail, registered or certified,
and with proper postage and registration or certification fees
prepaid, addressed at their principal place of business or to
such other address as may be designated by either party in
writing.
8. This Agreement shall be governed by and interpreted pursuant
to the laws of the state of Maryland. By entering into this
Agreement, the parties agree to the jurisdiction of the
Maryland courts with venue in Montgomery County, Maryland. In
the event of any breach of this Agreement, the prevailing
party shall be entitled to recover all costs including
reasonable attorney's fees and those that may be incurred on
appeal.
9. This Agreement may be executed in any number of counterparts,
each of which when so executed an delivered shall be deemed an
original, and it shall not be necessary, in making proof of
this Agreement to produce or account for more than one
counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.
CONSULTANT: COMPANY:
IMTL
/s/ Art Fillmore, Esq.
- ---------------------- By: /s/ Frederic Richardson
Art Fillmore, Esq. ---------------------------
Frederic Richardson, Executive V. P.