Exhibit 10.1
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") has been entered into
between International Imaging Systems, Inc. (the "Company"), a Delaware
corporation that has its principal place of business in Ft. Lauderdale, Florida,
and John LaSala, (the "Consultant"), a Florida resident who has his principal
place of business in Boca Raton, Florida, in order to memorialize the agreement
between the Company and the Consultant as of this 27th day of March, 2006.
Whereas, the Company has been primarily engaged in the businesses of
(i) designing, marketing, and manufacturing plastic and paper cards of all
types, and (ii) providing temporary employees to companies that wish to
outsource some or all of their employees;
Whereas, the Company has been unsuccessful in the pursuit of such
businesses, has incurred material financial losses in each of the last three
fiscal years, and has a substantial working capital deficit;
Whereas, the Consultant possesses significant experience and expertise
in the process of identifying and analyzing strategic alliances, and in
facilitating mergers, acquisitions, and other forms of business combinations in
order to maximize shareholders' value;
Whereas, the Company desires to avail itself of the services of the
Consultant, and the Consultant desires to provide to the Company such services,
and;
Whereas, the Company and the Consultant each expect to benefit from the
carrying out of the subject matter of the Agreement;
Now, therefore, in consideration of the mutual promises herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Consultant
hereby agree as follows:
1. Engagement. The Company hereby engages the Consultant, and the
Consultant hereby accepts such engagement and agrees to use its
best efforts in a good and businesslike manner to provide services
to the Company in accordance with the terms of the Agreement.
2. Services. The Consultant shall render assistance to the Company by
(i) identifying and analyzing strategic alliances and related
industry partnerships, including potential candidates for merger,
acquisition, or some other form of business combination, (ii)
assisting with the negotiation of transactions and agreements
between the Company and such other parties, and (iii) providing
recommendations with respect to legal and accounting professionals
to be retained by the Company, if necessary.
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3. Term. The term of the Agreement shall commence on April 1, 2006,
and shall continue for the lesser period of (i) one (1) year, or
(ii) until the Company consummates a merger, acquisition, or some
other form of business combination.
4. Remuneration. The consideration to be paid by the Company to the
Consultant for the services to be rendered hereunder shall be as
follows: (i) two hundred fifty thousand (250,000) shares of the
Company's Common Stock, issued to the Consultant pursuant to the
Company's 2003 Equity Incentive Program, and (ii) reimbursement of
all reasonable expenses, as provided for in paragraph 5.
5. Expenses. The Company shall reimburse the Consultant for his
out-of-pocket expenses incurred in the performance of his services
hereunder, with the provision that each expense exceeding $ 100
shall require prior approval by the Company.
6. Capacity. The services of the Consultant to be provided pursuant to
the Agreement shall be performed for the benefit of the Company in
the capacity of an independent contractor, and no employee or agent
of the Consultant shall be considered, at any time that the
Agreement is in force, to be an employee of the Company.
7. Confidentiality. The Consultant will not at any time disclose or
use for its own benefit or purposes or for the benefit or purposes
of any other person, firm, partnership, joint venture, association,
corporation, or other business organization, entity or enterprise
other than the Company and any of its subsidiaries or affiliates,
any trade secrets, information, data, or other confidential
information relating to strategic alliances, related industry
partnerships, merger or acquisition candidates, customers,
development programs, costs, marketing, trading, investment, sales
activities, promotion, credit and financial data, financing
methods, plans, or the business and affairs of the Company
generally, or of any subsidiary or affiliate of the Company,
provided, however, that the foregoing shall not apply to
information that is not unique to the Company or that is generally
known to the industry or the public. All files and records relating
to the Company compiled by the Consultant shall be the property of
the Company and shall be promptly returned to the Company upon the
termination of the Agreement.
8. Waiver. The failure of either party to the Agreement to insist, in
one or more instances, upon the performance of any of the terms,
covenants, agreements, or conditions of the Agreement, or to
exercise any rights hereunder, shall not be construed as a waiver
or relinquishment of such party's right to insist upon the future
performance of such term, covenant, agreement, or condition, or to
the future exercise of any such right, and the obligations of the
other party with respect to such future performance shall continue
in full force and effect.
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9. Survival. Paragraph 7 shall survive the term of the Agreement, and
shall remain in full force and effect for a period of two (2) years
subsequent to the termination of the Agreement.
10. Severability. If any provision of the Agreement shall be held or
made invalid by a court decision, statute, rule, or otherwise, the
remainder of the Agreement shall not be affected thereby and shall
remain in full force and effect as if the invalidated provision had
not been included herein.
11. Notice. Any notice required or desired to be given pursuant to the
Agreement shall be in writing and shall be deemed given when (i)
delivered by facsimile transmission, or (ii) three (3) days after
it is deposited in the mail to the addresses set forth below, or at
such subsequent address provided by the parties.
If to the Company: International Imaging Systems, Inc.
Attn: C. Leo Smith, Chief Executive Officer
2419 E. Commercial Boulevard, Suite 307
Ft. Lauderdale, Florida 33308
If to the Consultant: John LaSala
6674 Serena Lane
Boca Raton, Florida 33433
12. Applicable Law. The Agreement shall be governed by and construed in
accordance with the laws of Florida, and has been negotiated and is
to be performed in the State of Florida. Venue in any dispute
arising hereunder shall be in the Circuit Court in the Seventh
Judicial Circuit in and for Broward County, Florida.
13. Assignment. The Agreement may not be assigned by the Company or by
the Consultant without the prior written consent of the other
party.
14. Entire Agreement. The Agreement constitutes the entire agreement
and understanding between the parties. It may only be amended in
writing by the parties hereto. Any and all prior agreements and/or
understandings relating thereto are superseded in their entirety by
the Agreement.
In Witness Whereof, the Company and the Consultant have executed the
Agreement as of the day, month, and year first written above.
The Company: The Consultant:
International Imaging Systems, Inc.
By: /s/ C. LEO SMITH /s/ JOHN LASALA
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C. Leo Smith, Chief Executive Officer John LaSala
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