CONSULTING AGREEMENT
This Agreement is made as of the 16th day of April, 2002 by and between
Precom Technology, Inc., ("the Company") a corporation duly organized and
existing under the laws of Florida, and Bruce Keller ("the Consultant").
WHEREAS, the Company is an international financial and business planning,
asset protection, insurance management, and merchant banking company with
offices in the United States, the Bahamas, and Hong Kong; and
WHEREAS, the Consultant provides consulting services in the areas of
contacting potential merger/acquisition candidates, structuring and negotiating
merger/acquisition agreements, completing final due diligence and consummating
transactions (collectively, the "Consulting Services"); and
WHEREAS, the Company wishes to retain the services of the Consultant on the
following terms and conditions;
NOW, THEREFORE, the Company and the Consultant agree as follows:
1. The Company hereby retains the services of the Consultant for a period
of 12 months commencing April 16th, 2002. In exchange for providing the
Consulting Services to Company, the Consultant shall receive 50,000 shares of
Company's common stock (the "Shares"). Consultant shall not directly or
indirectly promote or maintain a market for the Shares. Moreover, Consultant
agrees that the Shares are not and will not be provided in connection with a
capital raising transaction for the Company.
2. The Consultant shall, employing his best efforts, assist the Company by
providing Consulting Services.
3. The Consultant shall be an independent contractor and shall have no
right or authority to assume or create any obligations or responsibility,
express or implied, on behalf of or in the name of the Company, unless
specifically authorized in writing by the Company. No provision of this
Agreement shall be construed to preclude Consultant from pursuing other
projects. Likewise, the Company shall be free to engage the services of other
consultants who may compete directly with Consultant in providing similar
Consulting Services.
4. The Consultant (including any person or entity acting for or on behalf
of the Consultant) shall not be liable for any mistakes of fact, errors of
judgment, for losses sustained by the Company or any subsidiary or for any acts
or omissions of any kind, unless caused by the negligence or intentional
misconduct of the Consultant or any person or entity acting for or on behalf of
the Consultant.
5. The Company and its present and future subsidiaries jointly and
severally agree to indemnify and hold harmless the Consultant against any loss,
claim, damage or liability whatsoever,
(including reasonable attorneys' fees and expenses), to which Consultant may
become subject as a result of performing any act (or omitting to perform any
act) contemplated to be performed by the Consultant pursuant to this Agreement
unless such loss, claim, damage or liability arose out of Consultant's
negligence, or intentional misconduct. The Company and its subsidiaries agree to
reimburse Consultant for the reasonable costs of defense of any action or
investigation (including reasonable attorney's fees and expenses); provided,
however, that Consultant agrees to repay the Company or its subsidiaries if it
is ultimately determined that Consultant is not entitled to such indemnity. In
case any action, suit or proceeding shall be brought or threatened, in writing,
against Consultant, it shall notify the Company within three (3) days after the
Consultant receives notice of such action, suit or threat. The Company shall
have the right to appoint the Company's counsel to defend such action, suit or
proceeding, provided that Consultant consents to such representation by such
counsel, which consent shall not be unreasonably withheld. In the event any
counsel appointed by the Company shall not be acceptable to Consultant, then the
Company shall have the right to appoint alternative counsel for Consultant
reasonably acceptable to Consultant, until such time as acceptable counsel can
be appointed. In any event, the Company shall, at its sole cost and expense, be
entitled to appoint counsel to appear and participate as co-counsel in the
defense thereof. Consultant, or its co-counsel, shall promptly supply the
Company's counsel with copies of all documents, pleadings and notices which are
filed, served or submitted in any of the aforementioned. Consultant shall not
enter into any settlement without the prior written consent of the Company,
which consent shall not be unreasonably withheld.
6. This Agreement shall be binding upon the Company and the Consultant and
their successors and assigns.
7. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the validity,
legality and enforceability of the remaining provisions of this Agreement
(including, without limitation, each portion of any section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (ii) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid illegal
or unenforceable.
8. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto. No waiver of any
other provisions hereof (whether or not similar) shall be binding unless
executed in writing by both parties hereto nor shall such waiver constitute a
continuing waiver.
9. This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of which shall
constitute one and the same Agreement.
10. The Parties agree that should any dispute arise in the administration
of this Agreement, that the Agreement shall be governed and construed by the
laws of the State of Utah, without regard to conflicts of laws of any other
jurisdiction. The Parties further agree that any
action arising out of this agreement shall be brought exclusively in the Second
District Court of Utah, Salt Lake Department.
11. This Agreement contains the entire agreement between the parties with
respect to the consulting services to be provided to the Company by the
Consultant and supersedes any and all prior understandings, agreement or
correspondence between the parties.
IN WITNESS WHEREOF, the Company and the Consultant have caused this
Agreement to be signed by duly authorized representatives as of the day and year
first above written.
PRECOM TECHNOLOGY, INC.
BY: /s/ Robert Hipple BY: /s/ Bruce Keller
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Robert Hipple Bruce Keller
President