SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(formerly PRECOM TECHNOLOGY, INC.)
(Exact name of registrant as specified in its charter)
Florida 06-1588136
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1024 S. Greenville Avenue, Allen, Texas 75002
(Address of principal executive offices) (Zip code)
Consulting Agreement by and between Merger Associates, Inc. and Precom
Technology, Inc.
Consulting Agreement between Precom Technology, Inc. and Flashstar
Funding Corp.
Consulting Agreements between Precom Technology, Inc. and the
Consultants identified below.
(Full title of the plans)
International Trust & Financial Systems, Inc.,
4232 D'Este Court, Lake Worth, Florida 33467
(Name, address, including zip code, of agent for service)
Telephone number, with area code, of agent for service: (561) 988-2610
CALCULATION OF REGISTRATION FEE
Title of Amounts to Proposed Proposed Amount of
Securities Be Registered Maximum Maximum Registration
Securities Offering Aggregate Fee (Paid)
to be Price Per Offering
Registered Share(1) Price
Common Stock 1,500,000 $0.01 $15,000.00 $ 1.38
Common Stock 75,000 $0.01 $750.00 $ 0.07
Common Stock 16,662,850 $0.01 $166,628.50 $15.33
(1) Maximum offering price solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)(1) of the Securities Act of
1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
CONSULTING AGREEMENT BY AND BETWEEN PRECOM TECHNOLOGY, INC. AND MERGER
ASSOCIATES, INC.
Introduction
International Trust & Financial Systems, Inc., formerly Precom
Technology, Inc., a Florida corporation (the "Company"), entered into an
agreement, dated September 25, 2002, entitled Consulting Agreement,
("Consulting Agreement One"), with Merger Associates, Inc. which agreed
to perform consulting services for the Company. Consulting Agreement One
is referred to as "Plan One" in this document. Merger Associates, Inc.
provided business consulting services including contacting potential
merger/acquisition candidates, structuring and negotiating
merger/acquisition agreements, completing final due diligence and
consummating transactions. Consulting Agreement One provides that the
Company will issue 1,500,000 shares of the Company's common stock, par
value $0.001 per share, as consideration for the Consulting Services to
be performed (the "Compensation Shares One"). A maximum of 1,500,000
shares of Compensation Shares One may be issued pursuant to Plan One.
All of the shares to be issued under Plan One have been issued in October
2002, The Compensation Shares One were issued to Brad Stewart
("Associated Person One"). There are no further shares to be issued
under Plan One.
General
The initial term of Plan One was one year from its effective date,
September 25, 2002, but may be extended by mutual agreement until
terminated by either party. The parties may agree in writing to renew or
amend Plan One. Plan One has not been extended or renewed and has now
terminated. Plan One is not subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or qualified
under Section 401(a) of the Internal Revenue Code of 1986, as amended
(the "Code").
Participation in Plan One
The Associated Person One may participate in Plan One only if Plan One
remains in effect. The total number of Compensation Shares under Plan
One issued to Associated Person One equaled 1,500,000 shares.
CONSULTING AGREEMENT BETWEEN PRECOM TECHNOLOGY, INC. AND FLASHSTAR
FUNDING CORP.
Introduction
The Company entered into an agreement, dated September 25, 2002, entitled
Consulting Agreement, ("Consulting Agreement Two"), with Flashstar
Funding Corp. which agreed to perform consulting services for the
Company. Consulting Agreement Two is referred to as "Plan Two" in this
document. The consulting services to be provided to the Company
consisted of contacting potential merger/acquisition candidates,
structuring and negotiating merger/acquisition agreements, completing
final due diligence and consummating transactions. Consulting Agreement
Two provides that the Company will issue 75,000 shares of the Company's
common stock, par value $0.001 per share, as consideration for the
consulting services to be performed (the "Compensation Shares Two"). A
maximum of 75,000 shares of Compensation Shares Two may be issued
pursuant to Plan Two. All of the shares to be issued under Plan Two have
been issued in October 2002. The Compensation Shares One have been
issued to Nancy Lake ("Associated Person Two").
General
The initial term of Plan Two was one year from its effective date,
September 25, 2002, but may be extended by mutual agreement until
terminated by either party. The parties may agree in writing to renew or
amend Plan Two. Plan One has not been extended or renewed and has now
terminated. Plan Two is not subject to the provisions of "ERISA" or
qualified under Section 401(a) of the Code.
Participation in Plan Two
Associated Person Two may participate in Plan Two only if Plan Two
remains in effect. The total number of Compensation Shares Two issued to
Associated Person Two equaled 75,000 shares.
CONSULTING AGREEMENT BETWEEN PRECOM TECHNOLOGY, INC. AND CERTAIN
INDIVIDUALS
Introduction
The Company entered into various consulting agreements, the earliest of
which was dated September 20, 2002, (the "Consulting Agreements "), with
certain individuals as set forth below (the "Consultants") who have
performed consulting services for the Company. Collectively the
Consulting Agreements are referred to as "Plan Three" in this document.
The consulting services provided to the Company consisted of general
business consulting and management services. The Consulting Agreements
provide that the Company will issue to the Consultants collectively
16,662,850 shares of the Company's common stock, par value $0.001 per
share, in the amounts also set forth below, as consideration for the
consulting services performed (the "Compensation Shares Three"). A
maximum of 16,662,850 shares of Compensation Shares Three may be issued
pursuant to Plan Three.
Common Stock
Consultants Shares Issued
Rod Read 2,250,000
Glenn Liddell 551,250
Cal Jones 700,000
Robert Hipple 375,000
Rodney Read 225,000
Drew Roberts 225,000
Lester Katz 255,000
David E. Smith, III 90,000
Mark Wood 135, 000
Lana Tabaracci 66,665
David Fraidenburg 54,165
Brad Parkin 25,000
Jan Read 31,665
Jackie Groves 33,665
Brian Hansen 25,000
Alexander & Wade, Inc 2,475,000
Ashvin Mascarenhas 3,000,000
Stephen F. Owens 5,820,440
Kelley Trimble 25,000
Roger Manning 300,000
16,662,850
A form of the Consulting Agreement between each of the Consultants and
the Company has been attached hereto as Exhibit 3. Each of the
Consulting Agreements are identical except for the number of Compensation
Shares Three issued to each Consultant.
General
The term of Plan Three is from July 1, 2002 until December 31, 2003. All
of the shares authorized under Plan 3 have been issued. Plan Three is not
subject to the provisions of "ERISA" or qualified under Section 401(a) of
the Code.
Participation in Plan Three
The Consultants may participate in Plan Three only if Plan Three remains
in effect. The total number of Compensation Shares Three issued to the
Consultants may not exceed 16,662,850 shares, and all shares registered
under this Plan 3 have been issued.
General Provisions
Plan One, Plan Two and Plan Three are referred to collectively as the
Plan Agreements. This document concerns only those provisions of the
Plan Agreements relating to the shares issued thereunder (the "Shares")
and the Plan Agreements provisions relating to the Shares are referred to
collectively as the Plans.
The current members of the Board of Directors of the Company are Tim B.
Smith and David Pells. The address of the Board of Directors is: c/o the
Company, 1024 S. Greenville Avenue, Allen, Texas 75002. The telephone
number is (214) 236-8480. Information concerning changes in the
membership of the Board of Directors or the appointment of any committee
will be provided in the future either in the Company's proxy statements,
annual or other reports, or in amendments to this document.
Resale of Shares
The Shares issued under the Plans may be freely sold, subject to the
requirement that any sales by "affiliates" of the Company, as defined
under the Securities Act of 1933 (the "Securities Act"), and donees of
affiliates, must be made either pursuant to a separate prospectus
prepared in accordance with the requirements of the Securities Act or
pursuant to Rule 144 under the Securities Act. Generally, a person who
is not an executive officer, director or holder of 10% or more of the
shares of the Company or of the shares of one of the Company's
subsidiaries, would not be deemed to be an "affiliate" of the Company.
Federal Income Tax Consequences
The following discussion of the federal income tax consequences of
participation in the Plans is only a summary, does not purport to be
complete, and does not cover, among other things, state and local tax
consequences. In addition, differences in participants' financial
situations may cause federal, state, and local tax consequences of
participation in the Plans to vary. Therefore, each participant in the
Plans is urged to consult his or her own accountant, legal counsel, or
other financial advisor regarding the tax consequences of participate in
the Plans. This discussion is based on the provisions of the Code as
presently in effect.
Upon receipt of the Shares, participants will recognize ordinary income
in an amount equal to the fair market value of the Company's common
stock, par value $0.001. Upon the sale of the Shares the participant
will recognize short-term or long-term capital gain, or loss, as the case
may be, in an amount equal to the difference between the amounts he or
she receives from the sale of those shares and the participant's tax
basis in the shares. The participant's tax basis in the Shares will be
equal to the fair market value of the shares acquired. The holding
period will begin on the day after the tax basis of the shares is
determined.
The ordinary income recognized by the participants upon receipt of Shares
is considered to be non-employee compensation from the Company. The
Company will be entitled to expense as compensation the amount of
ordinary income, which each participant in the Plans recognizes. As with
other forms of compensation, withholding or self-employment tax and other
trust fund payments will be due. The participants in the Plans will be
solely responsible for paying withholding or self-employment taxes and
other trust fund payments on the amounts received, as non-employee
compensation.
Additional Information
The Company will provide to any participant in the Plans, upon written
request, a copy, without charge, of the Company's periodic reports filed
with the Securities and Exchange Commission (the "Commission"), including
its latest annual report on Form 10-KSB and its quarterly reports on Form
10-QSB. The Company will also provide any participant of the Plans, upon
written or oral request, a copy, without charge, of the documents
incorporated by reference in Item 3 of Part II of this Form S-8
registration statement. Written or oral requests for such information
should be directed to David Pells, Corporate Secretary, at 1024 S.
Greenville Avenue, Allen, Texas 75002; telephone number (214) 236-8480.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by
reference:
1. The Company's Annual Report on Form 10-KSB-A for the fiscal
year ended December 31, 2002, filed with the Commission on July 28,
2003.
2. All reports filed by the Company with the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year ended
December 31, 2002.
Prior to the filing of a post-effective amendment that indicates that
all securities covered by this Registration Statement have been sold or
that deregisters all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed
to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents.
Item 4. Description of Securities
The common stock par value $.001 per share (the "Common Stock") of the
Company being registered pursuant to this registration statement is
part of a class of securities registered under Section 12 of the
Exchange Act. Pursuant to the Articles of Incorporation of the
Company, the Company is authorized to issue 50,000,000 shares of Common
Stock. The holders of the Common Stock are entitled to one vote per
share on each matter submitted to a vote at any meeting of
shareholders. Shares of Common Stock do not carry cumulative voting
rights and, therefore, a majority of the shares of outstanding Common
Stock will be able to elect the entire board of directors and, if they
do so, minority shareholders would not be able to elect any persons to
the board of directors. The Company's articles of incorporation and
bylaws provide that a majority of the issued and outstanding shares of
the Company shall constitute a quorum for shareholders' meetings,
except with respect to certain matters for which a different percentage
quorum is required by statute.
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock or other securities. The Common
Stock is not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of the Company, the
shares of Common Stock are entitled to share equally in corporate
assets after satisfaction of all liabilities and payment of any
preferences on preferred stock. The Articles of Incorporation
authorize the issuance of 10,000,000 shares of preferred stock of which
2,870,000 are issued and outstanding.
Holders of Common Stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally
available for the payment of dividends.
The board of directors has the authority to issue the authorized but
unissued shares of Common Stock without action by the shareholders.
The issuance of such shares would reduce the percentage ownership held
by persons acquiring Common Stock in the Plans and may dilute the book
value of the then existing shareholders.
Item 5. Interests of Named Experts and Counsel
No expert or counsel for the Company named in this registration
statement as having prepared or certified any part hereof, or as having
given an opinion as to the validity of the securities being registered
was employed on a contingency basis, or has or is to receive, in
connection with the offering, a substantial interest, direct or
indirect, in the Company or its subsidiaries. In addition no such
expert or counsel is connected with the Company or its subsidiaries as
a promoter, managing underwriter, voting trustee, director, officer, or
employee.
Item 6. Indemnification of Directors and Officers
Florida Statutes Annotated section 607.0850 (1993) (the "Florida
Statute") permits corporations to indemnify directors or officers
against any judgments, fines, settlements and reasonable expenses
incurred by reason of their being or having been parties to actions or
proceedings (other than actions by or in right of the corporation),
whether civil, criminal, administrative or investigative. This
indemnification is permissible only if the director or officer acted
within the applicable standard of conduct or if ordered by a court. In
civil actions or proceedings, a director or officer satisfies the
applicable standard of conduct if he or she acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation. In criminal actions, the applicable
standard is satisfied if the director or officer had no reasonable
cause to believe his or her conduct was unlawful. The board of
directors acting through a quorum of disinterested directors,
independent legal counsel or shareholders who were not parties to the
proceedings shall determine whether the applicable standard of conduct
is satisfied.
In actions by or in the right of the corporation, the corporation may
also indemnify directors and officers whose actions fall within the
applicable standard of conduct. However, the corporation may not
indemnify a director or officer for expenses incurred in defense or
settlement of any claim, issue or matter on which the officer or
director is liable to the corporation unless and to the extent the
court determines, in light of all the circumstances, that the director
or officer is fairly and reasonably entitled to indemnity for those
expenses despite the adjudication of liability.
The Florida Statute confers an absolute right to indemnification for
expenses actually and reasonably incurred, including attorneys' fees,
to the extent a director or officer is successful on the merits or
otherwise in defense of any claim, issue, or matter. The Florida
Statute also permits a corporation to pay attorneys' fees and other
litigation expenses on behalf of a director or officer in advance of
the final disposition of the action upon receipt of an undertaking by
or on behalf of that director or officer to repay the expenses to the
corporation if it is ultimately determined that the director or officer
is not entitled to indemnification or to the extent the expenses so
advanced by the corporation exceed the indemnification to which the
officer or director is entitled. The Florida Statute does not exclude
other indemnification rights to which a director or officer may be
entitled under the certificate of incorporation, a bylaw, an agreement,
a vote of shareholders, or otherwise so long as these rights are not
inconsistent with the Florida Statute. The Florida Statute also
permits corporations to purchase and maintain indemnity insurance.
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to
West's Florida Statutes Annotated Section 607.0850 (1993).
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to
members of the board of directors, officers, employees, or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
No restricted securities are being re-offered or resold pursuant to
this registration statement.
Item 8. Exhibits.
The following exhibits are attached to this Registration Statement:
Exhibit No. SEC Ref. No. Description of Exhibit
1 4 Financial Agreement by and
between Precom Technology,
Inc. and Merger Associates, Inc.,
dated September 25, 2002.
2 4 Consulting Agreement between
Precom Technology, Inc. and
Flashstar Funding Corp., dated
September 25, 2002.
3 4 Form of Consulting Agreement
between Precom Technology, Inc.
and the Consultants, first dated
September 20, 2002.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Allen,
State of Texas, on the 2nd day of December, 2003.
International Trust & Financial Systems, Inc.,
By____/s/_Tim B. Smith____
Tim B. Smith, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Tim B. Smith, with power of
substitution, as his attorney-in-fact for him, in all capacities, to
sign any amendments to this registration statement and to file the
same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/_Tim B. Smith__ Chairman of the Board, December 2, 2003
Tim B. Smith
President, Director
/s/ David Pells____ Secretary, Director December 2, 2003
David Pells
EXHIBITS TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
International Trust & Financial Systems, Inc.
(A Florida Corporation)
INDEX TO EXHIBITS
Exhibits SEC Ref.No. Description Sequentially
of Exhibit Numbered Pages
1 4 Financial Agreement by and 3
between Precom Technology, Inc.
and Merger Associates, Inc.,
dated September 25, 2002.
2 4 Consulting Agreement between 3
Precom Technology, Inc. and
Flashstar Funding Corp., dated
September 25, 2002.
3 4 Form of Consulting Agreement 3
between Precom Technology, Inc.
and the Consultants, first dated
September 20, 2002.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this Agreement") is made as of the 25th
day of September, 2002 by and between Precom Technology, Inc., ("the
Company"), a Florida corporation and Mergers & Associates, Inc., ("the
Consultant").
WHEREAS, the Company is an international financial and business planning,
asset protection, insurance management, and merchant banking company;
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 twelve (12) months commencing September 25, 2002. In exchange
for providing the Consulting Services to Company, the Consultant shall
receive one million five hundred thousand (1,500,000) shares of Company's
common stock, par value $.001, (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 Consultants best efforts, assist
the Company by providing the 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 its 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 this Agreement shall be governed
and construed by the laws of the State of Florida, 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 appropriate court located in Palm Beach County, Florida.
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.
COMPANY: CONSULTANT:
PRECOM TECHNOLOGY, INC. MERGER ASSOCIATES, INC.
BY:__/s/_Robert_Hipple____
BY:___/s/_Brad_Stewart_______ BY: /s/ Brad Stewart
Robert Hipple Name: Brad Stewart
President Its: President & CEO
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this Agreement") is made as of the 25th day of
September, 2002 by and between Precom Technology, Inc., ("the Company"),a
Florida corporation and Flashstar Funding Corp., ("the Consultant").
WHEREAS, the Company is an international financial and business planning,
asset protection, insurance management, and merchant banking company;
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 twelve (12) months commencing September 25, 2002. In exchange
for providing the Consulting Services to Company, the Consultant shall
receive seventy-five thousand (75,000) shares of Company's common stock,
par value $.001, (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 Consultants best efforts, assist
the Company by providing the 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 its 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 this Agreement shall be governed
and construed by the laws of the State of Florida, 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 appropriate court located in Palm Beach County, Florida.
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.
COMPANY: CONSULTANT:
PRECOM TECHNOLOGY, INC. FLASHSTAR FUNDING CORP.
BY:___/s/_Robert_Hipple___________ BY:_/s/_Nancy_Lake__________
Robert Hipple Name: Nancy Lake
President Its: Director
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this Agreement") is made as of the 20th
day of September, 2002 by and between Precom Technology, Inc., ("the
Company"), a Florida corporation and ________________, an individual
("the Consultant").
WHEREAS, the Company is an international financial and business planning,
asset protection, insurance management, and merchant banking company;
WHEREAS, the Consultant provides business consulting services
("Consulting Services"); and
WHEREAS, the Company wishes to retain the services of the Consultant and
to compensate Consultant for services already rendered 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 three (3) months commencing July 1, 2002 and ending September
30, 2002. In exchange for providing the Consulting Services to Company,
the Consultant shall receive _________________________________
(______________) shares of Company's common stock, par value $.001 (the
"Shares") with such Shares to be valued at the last reported actual
trading price of the common shares, par value $.001, of the Company on
the OTC Bulletin Board ("OTC:BB") for September 24, 2002. 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 agrees that Consultant will not, without the prior
written consent of the Company, make or cause any sale of any of the
Shares for a period of three (3) months from the effective date of this
Agreement (the "Lockup Period"). During the six (6) month period
following the Lockup Period the Consultant may make or cause the sale
of any of the Shares provided that no such sale shall exceed one percent
(1%) of the average weekly trading volume as reported on the OTC:BB
during the four calendar weeks preceding the date of sale of the Shares.
After the close of the six (6) month period following the Lockup Period
the Consultant may sell any number of the Shares so long as the
Consultant is in compliance with state and federal regulations governing
such sales.
3. The Consultant shall use the Consultant's best efforts to assist
the Company by providing the Consulting Services.
4. 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. Consultant understands and agrees that
Consultant is not an employee of the Company or any parent, subsidiary or
affiliates of the Company, including International Financial Concierge
Services, Inc., a Florida corporation, ("IFCS") and Consultant covenants
and agrees that Consultant will make no claim, contention or argument
that Consultant is or ever was an employee of the Company or any of its
parent, subsidiaries or affiliates. In the event that Consultant should
ever claim, contend or argue that Consultant was an employee of the
Company or any of its parent, subsidiaries or affiliates, then Consultant
agrees that the Company shall be entitled to cancel the Shares on the
transfer books of the Company and instruct the Company's transfer agent
to make such cancellation, with no further consent of or notice to
Consultant.
5. 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.
6. 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.
7. Consultant covenants and agrees that the Shares shall be and
represents full payment and discharge of any claim by Consultant for any
compensation, commission or other earnings of any kin against the Company
and any current or future parent, subsidiary or affiliates of the
Company, including IFCS. Consultant further covenants and agrees that
the value of the Shares, as determined herein, shall be reported to
Consultant on IRS Form 1099 for the year 2002.
8. This Agreement shall be binding upon the Company and the Consultant
and their successors and assigns.
9. 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.
10. 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.
11. 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.
12. The Parties agree that should any dispute arise in the
administration of this Agreement, that this Agreement shall be governed
and construed by the laws of the State of Florida, 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 appropriate court located in Palm Beach County, Florida.
13. 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. CONSULTANT:
BY:_______________________________ BY:_______________________________
President ___________________