AGREEMENT
1 Date of Agreement. The commencement date of this Agreement is the 1st day
of January 2005.
2 Parties.
2.1 SCIENCE DYNAMICS CORPORATION ("SciDyn"), with offices at 7150
North Park Drive, Pennsauken, New Jersey, 08109; and
2.2 CALABASH CONSULTANCY LTD. ("Calabash"), with offices at Delta
Suite, Commercial House, Commercial Street, St Helier. Jersey. C.I. JE1 5TL
3 Consulting Services. SciDyn agrees to engage Calabash as Business
Development, Financial and Management Consultant, which consulting services
shall include, inter alia, the services of Alan Bashforth to act as C.E.O. &
Chairman of the Board of SciDyn Directors. In such capacity, Mr. Bashforth shall
exert his best efforts and devote a substantial amount of his time and attention
to the development and direction SciDyn. Mr. Bashforth shall have complete
authority over the direction and operation of SciDyn, subject only to SciDyn's
Board of Directors, for formulating policies and administrating SciDyn in all
respects. His powers shall include the authority to hire and fire any of
SciDyn's personnel, together with those that are employed by its majority owned
subsidiary companies and to retain consultants when he deems necessary to
implement SciDyn's policy.
4 Term. The term of this Agreement shall commence on 1st January 2005 and
shall continue for an initial term of three (3) years. This Agreement shall
automatically renew on the same terms and conditions contained herein for
additional terms of one (1) year, after the expiration of the initial or any
renewal term. Following the initial term, either party may terminate this
Agreement by providing the other party with a minimum of thirty (30) days prior
written notice of the party's intent to terminate the Agreement at the
anniversary of the term.
5 Payment for Consulting Services. SciDyn shall pay Calabash for the
consulting services rendered hereunder, an annual fee of $300,000.00 to be paid
in monthly installments of $25,000.00 on the 25th day of each calendar month.
Upon the successful complication of the acquisition of SMEI, Calabash
shall be awarded Six million (6,000,000), 7 year warrants to purchase the common
stock of SciDyn at a strike price of $0.10 USD (10 Cents). In addition as part
of the Executive bonus payment for years 2003 and 2004, Calabash shall be
awarded 2,000,000 fully vested stock options with a strike price of $0.05 USD (5
cent). Should this contract be terminated for any reason, any and all
outstanding moneys accrued for the unused remaining portion of this contract
shall be due and payable immediately.
6 Transfer of ownership or control of SciDyn. During the initial term or
any subsequent renewal of this contract, should SciDyn be sold to any party, or
subject to a change of control, or ownership of more than 20% of its common
stock be controlled by a single party, Calabash may at its sole option terminate
this agreement by providing thirty days notice, upon such termination notice all
outstanding stock options and/or warrant shall be fully vested and due, all
moneys due under this contract including all consultancy payments falling due
for any unused portion of this contract shall also become due and immediately
payable.
7 Expenses. Calabash shall be fully reimbursed for any and all expense
incurred in the performance of duties under this contract. In addition, SciDyn
will pay the sum of $850.00 per month towards the provision of a suitable
vehicle, for Calabash's exclusive use during the term of this agreement.
8 Indemnity. SciDyn shall indemnify Calabash and Mr. Bashforth and hold
them harmless for all acts or decisions made by Mr. Bashforth in good faith
while performing services for SciDyn. SciDyn shall use its best efforts to
obtain coverage for Mr. Bashforth under any insurance policy now in force or
hereinafter obtained during the term of this Agreement, covering the other
officers and directors of SciDyn against lawsuit. SciDyn shall pay all expenses,
including attorneys' fees, actually and necessarily incurred by Mr. Bashforth in
connection with the defense of such act, suit or proceeding and in connection
with any related appeal, including the cost of court settlements.
9 Taxes. SciDyn agrees that it shall be responsible for payment of any and
all taxes that may become due to any State or Federal taxing authority, arising
out of this Agreement, and shall indemnify and hold harmless Calabash and Mr.
Bashforth from any such payment.
10 Notices. All notices, requests, and demands given to or made upon the
parties hereto shall, except as otherwise specified herein, be in writing and be
delivered by fax, express delivery, in person, or mailed by registered delivery
to any such party at the address of such party set forth in Section 2 "Parties"
above. Any party may, by notice hereunder to the other party, designate a
changed address for such party. Any notice, if faxed, shall be deemed received
upon confirmation of the receipt thereof; if sent by express delivery, shall be
deemed received upon delivery as set forth on the express delivery receipt; if
personally delivered, shall be deemed received upon delivery; and if mailed
properly addressed, postage prepaid, registered or certified mail, shall be
deemed dispatched on the registered date or that stamped on the certified mail
receipt, and shall be deemed received the fifth business day thereafter, or when
it is actually received, whichever is sooner. Attempted delivery, in person or
by express delivery at the correct address, shall be deemed received on the date
of such attempted delivery. All references to hours of the day shall mean the
official time in effect on the date in question in the State of New Jersey.
11 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns, and
legal representatives.
12 Assignability. Neither party hereto shall have the right to assign or
otherwise transfer (by operation of law or otherwise) its rights or obligations
under this Agreement except with the prior written consent of the other party.
13 Captions. Captions of the sections of this Agreement are for convenience
and reference only, and the words contained shall not be held to modify,
amplify, or aid in the interpretation of the provisions of this Agreement.
14 Counterparts and/or Facsimile Signature. This Contract may be executed
in any number of counterparts, including counterparts transmitted by telecopier
or FAX, any one of which shall constitute an original of this contract. When all
parties have executed counterparts of facsimile copies, they shall have the same
effect as if the signatures to each counterpart or copy were upon the same
document and copies of such documents shall be deemed valid as originals. The
parties agree that all such signatures may be transferred to a single document
upon the request of any party.
15 Situs. This Agreement shall be deemed to be an agreement made under the
laws of the United Kingdom, and for all purposes it shall be construed in
accordance with and governed by the laws of the United Kingdom.
16 Non-Waiver. No delay or failure by a party to exercise any right under
this Agreement, and no partial or single exercise of that right, shall
constitute a waiver of that or any other right, unless otherwise expressly
provided herein.
17 Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
18 Modification. This Agreement may not be and shall not be deemed or
construed to have been modified, amended, rescinded, cancelled, or waived in
whole or in part, except by a written instrument signed by the parties hereto.
19 Entire Agreement. This Agreement constitutes and expresses the entire
agreement and understanding between the parties hereto in reference to all the
matters referred to herein, and any previous discussions, promises,
representations, and understanding relative thereto are merged into the terms of
this Agreement and shall have no further force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the day and year first above written.
SCIENCE DYNAMICS CORPORATION
By: /s/ Alan C. Bashforth
---------------------
Name: Alan C Bashforth
Title: Director
Date: 30th December 2004
CALABASH CONSULTANCY LTD.
By: /s/ Tim Parker-Garner
---------------------
Name: Tim Parker-Garner
Title: Director
Date: 30th December 2004
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