Exhibit 10.8
CONSULTING AGREEMENT
Consulting Agreement made effective 1st of October, 1999, by and
between CathayOnline Inc., a Nevada Corporation ("CATHAY"), which maintains its
principle place of business at 6 E. 45th Street, Suite 1000, New York, NY 10017,
and Peter Lau, who resides at 40 Park Avenue, 19B, New York, NY 10016.
W I T N E S S E T H
WHEREAS, CATHAY is seeking a part-time Chief Financial Officer to advise, assist
and manage the financial affairs for CATHAY; and
WHEREAS, CATHAY seeks the part-time services of Peter Lau as CFO to CATHAY;
WHEREAS, Peter Lau seeks to take the position of CFO with CATHAY;
NOW THEREFORE, in consideration of the promises and mutual covenants and
conditions contained in this Agreement, CATHAY and Mr. Lau agrees as follows:
SEC. 1. Consulting Work. CATHAY hereby agrees to hire Mr. Lau as a part time
CFO to CATHAY. Mr. Lau shall be responsible for the management of
CATHAY's financial affairs and report directly to the President of the
Company or his designee.
SEC. 2. Consulting Term. The term of consulting hereunder is for the period
commencing on October 1, 1999, and ending on October 1, 2000, unless
earlier terminated by either party with thirty days notice or
terminated pursuant to the provisions of Section 8 hereof.
SEC. 3. Performance. Mr. Lau shall use his best efforts to manage the
financial affairs of CATHAY. He shall devote 2 days a week to those
efforts.
SEC. 4. Compensation.
a. Consulting Fees: As basic compensation for Mr. Lau's services
as CFO during this consulting term, CATHAY shall pay Mr. Lau
the monthly compensation of Four Thousand ($4,000) dollars per
month.
b. In addition, Mr. Lau shall receive 3,000 shares of common
stock payable monthly. Mr. Lau shall have the rights to
registration of common stock under Security Exchange
Commission rule 144 and will be entitled to piggyback
registration rights similar to other common stock
shareholders.
c. Other Fees: For work outside the scope of CFO, CATHAY shall
pay Mr. Lau additional fees for the following:
d. Finders' Fees: If Mr. Lau introduces CATHAY or its affiliates,
subsidiaries of associate companies to investors or lenders
who provide capital, loans or other financial to CATHAY or its
affiliates, subsidiaries or associate companies; Mr. Lau shall
receive 3% cash bonus of the funds actually provided. Mr. Lau
remains entitled to these fees after the termination of
Consulting Agreement.
1. Investment Banking Transactions: If Mr. Lau
introduces a transaction with respect to a proposed
mergers or acquisitions or disposition of assets of
the CATHAY, subsidiaries or associate companies of
CATHAY (for investment banking work) then Mr. Lau
shall receive five percent (5%) fees generated by the
client. These fees may include cash, stock or
warrants. If. Mr. Lau introduces a transaction Lau
remains entitled to these fees after termination of
the consulting contract.
2. Serving on Board of Directors: CATHAY may request
Peter Lau to serve on the Board of Directors of a
private or public company. Additional compensation
will be provided for this service. The amount of
compensation will be determined at a later date.
e. Bonuses: In addition to his other compensation, Mr. Lau shall
receive an annual bonus that may include cash, stock or stock
options. The amount of this bonus shall be mutually agreed
upon by the parties.
Sec. 5. Other Entitlement: Mr. Lau shall be entitled during the consulting
term to:
(a) Participate in such benefit plans, arrangements and programs
as are afforded senior executive officers and directors of the
Company, including without limitation, all health, disability
and life insurance plans, and all retirement, savings, thrift
and profit sharing plans;
(b) Participate in such incentive compensation programs or other
arrangements as are afforded from time to time to senior
executive officers and directors of the Company;
(c) Reimbursement of all reasonable expenses incurred by Mr. Lau
in the performance of his duties as CFO;
SEC. 6. Non-Circumvention. Each party agrees not to circumvent the other
causing the other loss of potential or actual revenues. A project that
Mr. Lau has initiated, worked toward or had substantial progress with
while in the employ of CATHAY gives Mr. Lau the rights to CATHAY's
share of the revenues derived from such project. This right to revenue
shall continue after Mr. Lau leaves CATHAY.
SEC. 7. Confidentiality. The nature of services provided by CATHAY requires
information to be handled in a private confidential manner. Information
about CATHAY's business, employees or clients will only be released to
people or agencies outside the Company with CATHAY's consent. All
reports, memoranda, notes or other documents will remain part of the
Company's confidential records.
SEC. 8. Termination of Agreement. Without cause the Company may terminate
this Agreement at any time upon 30 days written notice to the
consultant. Should the Company request, the consultant shall continue
to work and be paid up to the date of termination. Further, without
cause, the consultant may terminate this Agreement upon 30 days'
written notice to the Company. Consultant shall work and be paid the
regular compensation up to the date of termination, but will not
receive a severance allowance. In addition, and notwithstanding
anything to the contrary contained in this Agreement, the Company may
terminate the consultant's employment upon 30 days' notice to the
consultant upon any of the following events:
(a) Sale of substantially all of the Company's assets to a single
purchaser or group of associate purchasers; or
(b) Sales, exchange, or other disposition of fifty percent (50%)
or more of the Company's outstanding corporate shares; or
(c) Company's termination of its business; or
(d) Merger or consolidation of the Company in a transaction in
which the Company's shareholders receive less than fifty
percent (50%) of the outstanding voting shares of the
surviving corporation.
The Company may immediately terminate Mr. Lau for cause for any of the
following:
(a) A commission by Mr. Lau of any fraud upon the Company which
causes material harm to the Company; or
(b) The conviction of Mr. Lau to pleas of nolo contenders by Mr.
Lau with respect to a felony; or
(c) Mr. Lau's habitual absenteeism, chronic alcoholism or other
form of chemical addiction; or
(d) Any material breaches by Mr. Lau or his obligations under this
Agreement which cause him harm to the Company.
SEC. 9. Investment Banking Transactions. The Parties CATHAY and Mr. Lau
agree that all client transactions shall require the prior written
approval of the President or its assignee of CATHAY. CATHAY may
terminate any existing transaction if it finds the transaction is not
in the best interest of CATHAY.
SEC. 10. Dispute Resolution and Choice of Law. In the event of any dispute
between the parties concerning the interpretation of this Agreement,
performing thereof, or compliance by any party therewith such dispute
shall be resolved in New York City by arbitration to be conducted
before a panel of three (3) arbitrators in accordance with the
Commercial Arbitration Rules of the American Arbitration Association
(AAA). Such AAA administer arbitration shall be conducted in New York
City and the jurisdiction of New York State Law. Any decision of the
arbitrators may be enforced by a court of competent jurisdiction. In
deciding any dispute between parties, the arbitrators shall apply to
laws of New York State.
SEC. 11. Cancellation, Termination or Revocation. If this Agreement is
cancelled, terminated or revoked for any reason all of its
compensation, non-circumvention and dispute resolution provisions shall
survive such cancellation, termination, or revocation and the parties
will continue to be bound thereby.
SEC. 12. Entire Agreement. This document constitutes the entire agreement of
the parties. Any modification, amendment, addendum thereto or
cancellation thereof by mutual consent must be in writing.
SEC. 13. Notices. Any notices required or permitted to be given under this
Agreement shall be in writing and sent certified mail to:
For CATHAY: CathayOnline Inc.
6 E. 45th Street, Suite 1000
New York, New York 10017
For Mr. Lau: Peter Lau
40 Park Avenue, 19B
New York, NY 10016
In Witness whereof, the parties have executed and delivered this
Agreement effective as of the date first set forth above.
By: By:
Peter Lau Brian Ransom, President
CathayOnline Inc.
Date: Date: