CONSULTANT AGREEMENT
This Consultant Agreement is effective as of August 3, 2001, by and
between SHARECOM, INC., ("SHARECOM"), and LAWRENCE BEMIS, ("Consultant").
Recitals
WHEREAS, Consultant has been working with SHARECOM in reference to
accounting issues relative to SHARECOM being a public company subject to the
disclosure requirements of the Exchange Act of 1934, without a written
Consultant Agreement up to the date of this Agreement. Consultant and
SHARECOM have agreed to finalize the terms of Consultant's employment with
SHARECOM and reduce those terms to writing in this Agreement.
WHEREAS, SHARECOM desires assurance of the continued association and
services of Consultant in order to retain his experience, skills, abilities,
background, and knowledge, and is therefore willing to engage his services on
the terms and conditions set forth below.
WHEREAS, Consultant desires to continue consulting for SHARECOM and is
willing to do so on those terms and conditions set forth herein.
NOW THEREFORE, in consideration of the above recitals and the mutual
promises and conditions in this Agreement, and other good and valuable
considerations, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. CONSULTANT. SHARECOM shall contract with Consultant in such capacity
or capacities SHARECOM 's Board of Directors may from time to time prescribe.
2. CONSULTANT'S DUTIES.
2.1. Duties at SHARECOM : Consultant shall assist SHARECOM in
proforma analysis and evaluation of the merger and acquisition candidates
provided to SHARECOM by Merchant Resources, Inc. Consultant's duties in
reference to this analysis shall include, but not be limited to the
following:
2.1.1 Implementing long-term accounting strategies and
policies established by the Board by defining and implementing short, medium,
and long-term objectives;
2.1.2 Communicating the results of merger and acquisiton
analysis to the board.
2.1.3 Determining and assisting business combination
evaluation, and review of SHARECOM'S disclosure documentation.
3. DEVOTION OF TIME. During the period of his agreement hereunder, and
except for illness, reasonable vacation periods and reasonable leaves of
absence. Consultant shall devote such of his business time, interest
attention, and effort to the faithful performance of his duties hereunder, as
may be reasonably necessary to the accomplishment and fulfillment of those
duties.
4. NON COMPETITION DURING TERM OF CONSULTANT. During the agreement term,
Consultant shall not, directly or indirectly, whether as a partner, employee,
creditor, shareholder, or otherwise, promote, participate, or engage in any
activity or other business directly competitive with SHARECOM 's business.
5. TERM OF AGREEMENT. Subject to earlier termination as provided in this
Agreement, Consultant shall be employed for a term beginning August 1, 2001,
and ending August 1, 2002.
6. LOCATION OF CONSULTANT. Unless the parties agree otherwise in
writing, during the agreement term Consultant shall perform the services he
is required to perform under this Agreement at Consultant's offices, located
in Las Vegas, Nevada; provided, however, that SHARECOM may from time to time
require Consultant to travel temporarily to other locations on SHARECOM 's
business.
7. COMPENSATION. SHARECOM shall pay compensation to Consultant in the
following amounts and on the following terms:
7.1 Payment. As consideration and inducement for Consultant to
become employed by SHARECOM , SHARECOM shall pay Consultant a one time
payment of 150,000 shares of SHARECOM, S-8 stock valued at the bid price per
share of the stock ($0.25) on the date of this agreement, which sum shall be
payable upon execution of this Agreement by both parties.
8. TERMINATION BY SHARECOM . SHARECOM may terminate this Agreement at any
time, if termination is "For Cause", as hereinafter defined. "For Cause"
shall mean SHARECOM 's termination of Consultant due to an adjudication of
Consultant's fraud, theft, dishonesty to SHARECOM regarding Consultant's
duties or material breach of this Agreement, if Consultant fails to cure such
breach within ninety (90) days after written notice is given by the Board of
Directors to Consultant and Consultant fails with ninety (90) days of such
notification to commence such cure and thereafter diligently prosecute such
cure to completion.
9. TERMINATION BY CONSULTANT. Consultant may terminate this Agreement by
giving SHARECOM thirty (30) days prior written notice of resignation.
10. TRADE SECRETS AND CONFIDENTIAL INFORMATION:
10.1 Nondisclosure. Without the prior written consent of SHARECOM ,
Consultant shall not, at any time, either during or after the term of this
Agreement, directly or indirectly, divulge or disclose to any person, firm,
association, or corporation, or use for Consultant's own benefit, gain, or
otherwise, any customer lists, plans, products, data, results of tests and
data, or any other trade secrets or confidential materials or like
information (collectively referred to as the "Confidential Information") of
SHARECOM and/or its Affiliates, as hereinafter defined, it being the intent
of SHARECOM , with which intent Consultant hereby agrees, to restrict
Consultant from disseminating or using any like information that is
unpublished or not readily available to the general public.
10.1.1 Definition of Affiliate. For purposes of this Agreement, the
term "Affiliate" shall mean any entity, individual, firm, or corporation,
directly or indirectly, through one or more intermediaries, controlling,
controlled by, or under common control with SHARECOM .
10.1.2 Consultant's Work Product. Consultant's work product during
the course of his employ by SHARECOM shall remain the property of SHARECOM
10.2 Return of Property. Upon the termination of this Agreement,
Consultant shall deliver to SHARECOM all lists, books, records, data, and
other information (including all copies thereof in whatever form or media) of
every kind relating to or connected with SHARECOM or its Affiliates and
their activities, business and customers, which information or material was
initially acquired by SHARECOM . Consultant shall be allowed to retain any
and all information on products, lists, books, records, data, or other
information initially produced by Consultant and provided to SHARECOM .
10.3 Notice of Compelled Disclosure. If, at any time, Consultant becomes
legally compelled (by deposition, interrogatory, request for documents,
subpoena, civil investigative demand, or similar process or otherwise) to
disclose any of the Confidential Information, Consultant shall provide
SHARECOM with prompt, prior written notice of such requirement so that
SHARECOM may seek a protective order or other appropriate remedy and/or waive
compliance with the terms of this Agreement. In the event that such
protective order or other remedy is not obtained, that SHARECOM waives
compliance with the provisions hereof, Consultant agrees to furnish only that
portion of the Confidential Information which Consultant is advised by
written opinion of counsel is legally required and exercise Consultant's best
efforts to obtain assurance that confidential treatment will be accorded such
Confidential Information. In any event, Consultant shall not oppose action by
SHARECOM to obtain an appropriate protective order or other reliable
assurance that confidential treatment will be accorded the Confidential
Information.
10.4 Assurance of Compliance. Consultant agrees to represent to
SHARECOM, in writing, at any time that SHARECOM so request, that Consultant
has complied with the provisions of this section, or any other section of
this Agreement.
11. MISCELLANEOUS:
11.1 Authority to Execute. The parties herein represent that they have
the authority to execute this Agreement.
11.2 Severability. If any term, provision, covenant, or condition of
this Agreement is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the rest of this Agreement shall remain in full force
and effect.
11.3 Successors. This Agreement shall be binding on and inure to the
benefit of the respective successors, assigns, and personal representatives
of the parties, except to the extent of any contrary provision in this
Agreement.
11.4 Assignment. This Agreement may not be assigned by either party
without the written consent of the other party.
11.5 Singular, Plural and Gender Interpretation. Whenever used herein,
the singular number shall include the plural, and the plural number shall
include the singular. Also, as used herein, the masculine, feminine or neuter
gender shall each include the others whenever the context so indicates.
11.6 Captions. The subject headings of the paragraphs of this Agreement
are included for purposes of convenience only, and shall not effect the
construction or interpretation of any of its provisions.
11.7 Entire Agreement. This Agreement contains the entire agreement of
the parties relating to the rights granted and the obligations assumed in
this instrument and supersedes any oral or prior written agreements between
the parties. Any oral representations or modifications concerning this
instrument shall be of no force or effect unless contained in a subsequent
written modification signed by the party to be charged.
11.8 Arbitration. Any controversy or claim arising out of, or relating
to, this Agreement, or the making, performance, or interpretation thereof,
shall be submitted to a panel of three (3) arbitrators. The arbitration shall
comply with and be governed by the provisions of the American Arbitration
Association. The panel of arbitrators shall be composed of two (2) members
chosen by Consultant and SHARECOM respectively and one (1) member chosen by
the arbitrators previously selected. The findings of such arbitrators shall
be conclusive and binding on the parties hereto. The cost of arbitration
shall be borne by the losing party or in such proportions as the arbitrator
shall conclusively decide.
11.9 No Waiver. No failure by either Consultant or SHARECOM to insist
upon the strict performance by the other of any covenant, agreement, term or
condition of this Agreement or to exercise the right or remedy consequent
upon a breach thereof shall constitute a waiver of any such breach or of any
such covenant, agreement, term or condition. No waiver of any breach shall
affect or alter this Agreement, but each and every covenant, condition,
agreement and term of this Agreement shall continue in full force and effect
with respect to any other then existing or subsequent breach.
11.10 Time of the Essence. Time is of the essence of this
Agreement, and each provision hereof.
11.11 Counterparts. The parties may execute this Agreement in two
(2) or more counterparts, which shall, in the aggregate, be signed by both
parties, and each counterpart shall be deemed an original instrument as to
each party who has signed by it.
11.12 Attorney's Fees and Costs. In the event that suit be brought
hereon, or an attorney be employed or expenses be incurred to compel
performance the parties agree that the prevailing party therein be entitled
to reasonable attorney's fees.
11.13 Governing Law. The formation, construction, and performance
of this Agreement shall be construed in accordance with the laws of Nevada.
11.14 Notice. Any notice, request, demand or other communication
required or permitted hereunder or required by law shall be in writing and
shall be effective upon delivery of the same in person to the intended
addressee, or upon deposit of the same with an overnight courier service
(such as Federal Express) for delivery to the intended addressee at its
address shown herein, or upon deposit of the same in the United States mail,
postage prepaid, certified or registered mail, return receipt requested, sent
to the intended addressee at its address shown herein. The address of any
party to this Agreement may be changed by written notice of such other
address given in accordance herewith and actually received by the other
parties at least ten (10) days in advance of the date upon which such change
of address shall be effective.
IN WITNESS WHEREOF, the parties have entered into this Agreement on the
date first above written.
Consultant: /s/ Lawrence Bemis
DATE: August 3, 2001 ________________________
LAWRENCE BEMIS
SHARECOM, Inc. /s/ Brad Nordling
DATE:August 3, 2001 By:___________________________
BRAD NORDLING, PRES.