EXHIBIT 10.2
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P--CE COMPUTERS, INC.
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2300 - 1066 W. Hastings St.
Vancouver, British Columbia
Canada, V6E 3X2
Phone: (604) 687-4723
Fax: (604) 687-4723
November 1, 2003
VIA FAX 82-780-8233
Benjamin Moglin
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C/o Personal PCE Asia Ltd.
Buguk Securities Building, 10th Floor
Youngdongpo-gu, Youido-dong
Seoul, Korea 43-2
Attention: Mr. Benjamin
Dear Sirs:
Re: Consulting Agreement with P--CE Computers, Inc. (the "Company")
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This correspondence will specify the consulting arrangement (the "Consulting
Agreement") between the Company and Benjamin Moglin.
The terms and conditions of the Consulting Agreement are as follows:
1. Services. During the Term (as hereinafter defined) of this Consulting
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Agreement, Benjamin Moglin (the "Consultant") shall provide to the
Company consulting services designed to assist the Company in the area of
computer technology, ergonomics and biomechanics to help develop the
business of the Company.
2. Term. The term of this Consulting Agreement (the "Term) is for a period
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of three months commencing on November 1, 2003 (the "Effective Date"),
with such term to be extended on a month to month basis at the sole
discretion of the Board of Directors of the Company.
3. Payment for Services. It is hereby agreed that the Consultant shall
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provide the consulting services for a monthly fee of US$2,500 (the "Fee")
with such Fee being due and payable by the Company to the Consultant on
the first business day of the month in advance. In addition, it is agreed
November 1, 2003
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that the Consultant shall be reimbursed for all expenses incurred by the
Consultant for the benefit of the Company (collectively, the "Expenses")
and which Expenses shall be payable by the Company within 30 days of
delivery by the Consultant of written substantiation on account of each
such reimbursable Expense.
4. Confidentiality by the Consultant. The Consultant will not, except as
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authorized or required by the Consultant's duties hereunder, reveal or
divulge to any person or companies any information concerning the
organization, business, finances, transactions or other affairs of the
Company, or of any of its subsidiaries, which may come to the
Consultant's knowledge during the Term and during the continuance of this
Consulting Agreement, and the Consultant will keep in complete secrecy
all confidential information entrusted to the Consultant and will not use
or attempt to use any such information in any manner which may injure or
cause loss either directly or indirectly to the Company's respective
businesses. This restriction will continue to apply after the termination
of this Consulting Agreement without limit in point of time but will
cease to apply to information or knowledge which may come into the public
domain.
5. Indemnification. The Company agrees to indemnify and hold Consultant (the
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"Indemnified Person") harmless from and against losses, claims, damages,
liabilities, costs, or expenses including reasonable attorney's and
accountant's fees joint and several arising out of the performance of
this Consulting Agreement, whether or not Consultant is a party to such
dispute. The Company agrees that it shall also reimburse the Indemnified
Person for any attorney's and costs incurred in enforcing this
Indemnification against the Company.
6. No Indemnification. This indemnity shall not apply, however, where a
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court of competent jurisdiction has made a final determination that the
Consultant engaged in gross recklessness and willful misconduct in the
performance of its services hereunder which gave rise to loss, claim,
damage, liability, cost or exposure sought to be recovered hereunder.
(But pending any such final determination, the indemnification and
reimbursement provision of this Consulting Agreement shall apply and the
Company shall perform its obligations hereunder to reimburse Consultant
for its attorney's fees and expenses).
7. Entire Agreement. This Consulting Agreement sets forth the entire
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understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings, and
agreements between the parties. This Consulting Agreement cannot be
modified or changed, nor can any of its provision be waived, except by
written agreement signed by all parties.
November 1, 2003
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If the Consultant is in accord with the forgoing, please execute a copy of this
letter and the same will be binding on the parties.
Yours truly,
P--CE COMPUTERS, INC.
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Per:
/s/ Allan Quattrin
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ALLAN QUATTRIN, Director
The forgoing is hereby agreed to this 1st day of November, 2003 and Benjamin
Moglin declares himself bound to the terms.
/s/ Benjamin Moglin
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Benjamin Moglin, Consultant