Exhibit 10.14
MANAGEMENT CONSULTING AGREEMENT
THIS MANAGEMENT CONSULTING AGREEMENT (the "Agreement") has
been entered into by and between IT Staffing, Ltd., an Ontario company having
its principal place of business at 55 University Avenue, Suite 505, Toronto,
Ontario M5J 2H7 Canada (the "Company") and Robert M. Rubin, an individual
residing at 6060 Kings Gate Circle, Delray Beach, Florida ("Rubin"), reflecting
the agreement between the Company and Rubin as of May 7, 1998.
WHEREAS, Rubin possesses significant expertise in analyzing
and addressing management requirements, identifying and structuring strategic
alliances and mergers and acquisitions, negotiating purchase and merger
agreements and certain other areas of strategic planning;
WHEREAS, the Company desires to avail itself of the services
of Rubin, and Rubin desires to provide to the Company the benefit of such
services; and
WHEREAS, the Company and Rubin expect to benefit from the
carrying out of the subject matter of this 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 Rubin hereby agree
as follows:
1. Engagement. The Company hereby engages Rubin and Rubin
accepts such engagement and agrees to use his best efforts in a good and
businesslike manner to provide services to the Company in accordance with the
terms of this Agreement.
2. Nature of Services. Upon the request of the Company, Rubin
shall render assistance to the Company by (a) analyzing and addressing the
Company's management requirements; (b) developing strategic initiatives and
related industry partnerships, including providing assistance with respect to
acquisitions, joint ventures, and strategic business alliances; (c) assisting
with the negotiation of contracts between the Company and its customers; (d)
meeting with and advising the Company's board of directors at the request of the
Board at least 1 time per quarter; and (e) conduct certain interviews relating
to the Company's New York office.
3. Term. The term of this Agreement shall commence as of May
7, 1998, and continue for a period of sixty (60) months.
4. Remuneration. The consideration to be paid by the Company
to Rubin for services to be rendered hereunder shall be as follows:
(i) The Company shall immediately issue to Rubin an
option to purchase an aggregate of 200,000 shares of Common Stock at an exercise
price of $2.10 (U.S.) per share. Such options shall be exercisable for a period
of seven years from the date of issuance and shall not
be adjusted for the forward stock split contemplated for July 1998.
(ii) The Company shall pay to Rubin an annual
consulting fee of $80,000 per year throughout the Term of this Agreement. Such
payments shall be payable quarterly commencing six months from the date of this
Agreement.
(iii) In the event that Rubin is instrumental in
introducing the Company to a particular merger or acquisition candidate, if upon
the closing of a merger or acquisition with such candidate there results in an
increase in the Company's revenues or pre-tax profits of at least 25%, the
Company and Rubin agree to mutually arrive at a fair arrangement to provide for
extra compensation.
5. Resale Restriction. Rubin agrees that he will not sell any
shares of the Company's Common Stock (received in connection with the exercise
of the options) for a period of two years from exercise without the Company's
prior written consent.
6. Reimbursement of Expenses. The Company shall reimburse
Rubin for his out-of-pocket expenses incurred in the performance of his services
hereunder, including all costs associated with travel to the Company.
7. Status of Rubin. The services of Rubin provided pursuant to
this Agreement shall be performed for the benefit of the Company by Rubin in the
capacity of an independent contractor. Rubin shall not be considered, at any
time that this Agreement is in force, to be an employee of the Company.
8. Confidentiality. Rubin will not at any time disclose or use
for his own benefit or purposes or 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 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 or becomes through no fault of Rubin generally known to
the industry or the public. All files and records relating to the Company
compiled by Rubin shall be the property of the Company and shall be returned to
the Company upon termination of this Agreement.
9. Waiver of Rights. The failure of either party to insist, in
one or more instances, upon the performance of any of the terms, covenants,
agreements, or conditions of this 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
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respect to such future performance shall continue in full force and effect.
10. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this 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. Notices. Any notice required or desired to be given
pursuant to this Agreement shall be in writing and shall be deemed given when
delivered by facsimile transmission or 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 Rubin: Robert M. Rubin
6060 Kings Gate Circle
Delray Beach, Florida
If to the Company: IT Staffing Ltd.
55 University Avenue, Suite 505
Toronto, Ontario M5J 2H7 Canada
Attn: Declan French
11. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
12. Entire Agreement. This Agreement constitutes the entire
agreement and understanding between the parties regarding services to be
furnished to the Company by Rubin, and any and all prior agreements and/or
understandings relating thereto are superseded in their entirety by this
Agreement.
IN WITNESS WHEREOF, the Company and Rubin have executed this
Agreement as of the date and year first above written.
IT STAFFING LTD.
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By:
Title:
/s/ Robert M. Rubin
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Robert M. Rubin
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