Form of Merger and Acquisition Agreement with Longtin Products, Inc.
MERGER AND ACQUISITION AGREEMENT
THIS AGREEMENT is made as of the 2nd day of January, 1997 by and between
Longtin Products Inc., a Florida corporation and Joseph Longtin, as its
President and sole shareholder (hereinafter collectively referred to as the
"Consultant") and Workforce Systems Corp., a Florida corporation (hereinafter
referred to as the "Company").
WHEREAS, the Company is a publicly-held company with three operating
subsidiaries.
WHEREAS, the Company is desirous of acquiring additional operating
subsidiaries to further increase revenues and shareholder value in the Company.
WHEREAS, the Company is desirous of engaging the Consultant to locate,
evaluate and assist in the negotiations and the acquisition of a suitable
subsidiary (the "Candidate") upon terms and conditions set forth by the Company
(the "Services").
WHEREAS, the Consultant has performed similar services in the past for
other public and private companies and agrees to be engaged and retained by the
Company to provide the Services upon the following terms and conditions.
NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:
1. RECITALS. The foregoing recitals are true and correct.
2. CONSULTING SERVICES. The Company is desirous of acquiring additional
operating companies or marketable consumer products to augment its existing core
business operations. The Consultant shall use its best efforts to locate and
identify one or more Candidates which meet the Company's profile and, upon such
location and identification, shall provide the Company with any and all
materials, documents and information concerning the Candidate as the Company
shall reasonably request from time to time. At the Company's request, the
Company shall also assist the Company in performing due diligence on one or more
Candidates, which such Candidates may become known to the Company through the
Consultant or other sources, and the Consultant shall, at the request of the
Company, assist the Company in negotiations for the acquisition of the Candidate
upon terms and conditions set forth by the Company.
3. TERM. Subject to the terms of this Agreement, the Company hereby
engages and retains the Consultant, and the Consultant hereby agrees to render
the Services to the Company commencing upon the date hereof and ending at such
time as the Services shall have been rendered in full to the complete and sole
satisfaction of the Company (the "Term").
4. COMPENSATION. As full and complete compensation for the Services,
the Company shall pay the Consultant pursuant to the Schedule of Compensation
set forth on Exhibit A attached hereto and incorporated herein by such
reference.
5. EXPENSE REIMBURSEMENT. The Company shall reimburse Consultant for
all reasonable business travel and overnight mail expenses incurred by
Consultant in rendering the Services provided such expenses shall have been
approved in advance in writing by the Company and the reimbursement request is
accompanied by receipts in form and substance satisfactory to the Company.
6. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an
employer-employee relationship. It is the intention of the parties that
Consultant be an independent contractor and not an employee of the Company.
Consultant shall not have the authority to act as the agent of the Company and
cannot bind the Company in any manner; however, the manner and means utilized by
Consultant in the performance of the Services shall be under the sole control of
the Consultant.
7. CONFIDENTIALITY OF INFORMATION. In connection with the rendering of
the Services by the Consultant, the Consultant will become privy to certain
non-public information concerning the Company and the Candidates (the
"Confidential Information"). The term "Confidential Information" does not
include information (i) which is already in the Consultant's possession, (ii)
which becomes generally available to the public other than as a direct or
indirect result of disclosure to the Consultant, his affiliates, its officers,
directors, agents and advisors (collectively, the "Representatives") or (iii)
which becomes available to the Consultant on a non- confidential basis from a
source other than the Company.
The Consultant agrees that the Confidential Information will be used
solely for the purpose of rendering the Services and that such information will
be kept confidential by it and the Representatives. The Consultant acknowledges
that the terms of this Agreement as they specifically relate to the
nondisclosure of the Confidential Information shall be in perpetuity. The
Consultant acknowledges and agrees that any threatened or actual breach by it of
the representations, warranties and covenants contained herein would result in
continuing and irreparable damage to the Company and that monetary damages would
not adequately compensate the Company for any such breach. In the event or any
actual or threatened breach, the Company shall be entitled to all legal and
equitable remedies, including preliminary and permanent injunctive relief, and
may in addition to any or all forms of relief recover from the Consultant all
reasonable costs and attorney's fees should it prevail in a court of competent
jurisdiction in enforcing its rights under this Agreement.
8. MISCELLANEOUS.
(a) Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing or when deposited in the United States mail, first class postage
prepaid, addressed to the other party at the addresses appearing in this
Agreement. Either party may change its address by written notice made in
accordance with this section.
(b) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective legal representatives, administrators,
executors, successors, subsidiaries and affiliates. This Agreement may not be
assigned by the Consultant.
(c) This Agreement shall be governed and construed in accordance with
the laws of the State of Florida.
(d) This Agreement constitutes the entire agreement between the parties.
No promises, guarantees, inducements or agreements, oral or written, express or
implied, have been made other than as contained in this Agreement. This
Agreement can only be modified or changed in writing signed by both parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and date first above written.
Workforce Systems Corp.
By:
--------------------------
Ella Boutwell Chesnutt,
President
Longtin Products, Inc.
By:
----------------------------
Joseph Longtin, President
Schedule of Compensation
As full and complete compensation for the Services pursuant to Paragraph 4
of the Agreement, the Consultant shall be compensated in shares of the Company's
common stock, which such stock shall be fully registered under the Securities
Act of 1933, as amended, and shall be earned in the following amounts based upon
completion to the sole satisfaction of the Company of the tasks set forth below:
Level 1: Retainer.
- -------
Compensation for the completion of Level 1 of the Services
shall be 20,000 shares.
Level 2: Location and Identification of one or more Candidates suitable
- ------- to the Company.
Compensation for the completion of Level 2 of the Services
shall be 10,000 shares.
Level 3: Execution of a letter of intent for an acquisition of the
- ------- Candidate by the Company.
Compensation for the completion of Level 3 of the Services
shall be 10,000 shares.
Level 4: Closing of the acquisition of the Candidate.
- -------
Compensation for the completion of Level 4 of the Services
shall be 10,000 shares.
Level 5: In the event Level 4 shall have been reached on or before
- ------- March 31, 1997, the Consultant shall be entitled to a bonus of
10,000 shares.