Rescon Technology Corporation
25 Fairchild Avenue, Suite 500
Plainview, New York 11803
July 26, 2002
I. Vippach
Geo Traders
802 St, James Court
St. Denis Street
Port Louis, Mauritius
Dear Mr. Vippach,
This letter confirms your engagement as an independent consultant to
Rescon Technology Corporation, a Nevada corporation (the "Company"), upon
and subject to the following terms and conditions:
For a twelve (12) month period commencing as of the effective date of
the Registration Statement (defined below), unless extended by mutual
agreement of the parties hereto or earlier terminated pursuant to the
fourth and sixth full paragraphs below (the "Term"), you shall provide such
consulting and advisory services as may from time to time be reasonably
requested by management of the Company including, without limitation,
providing assistance in various matters pertaining to corporate growth and
strategic planning as well as your best efforts to expedite introductions
and/or transactions concerning the formulation of strategic alliances and
business relationships and/or affiliations deemed appropriate and in line
with the Company's business plans and objectives (collectively, the
"Services") primarily in Eastern Block countries, including, but not
limited to the countries of Hungary, Bulgaria, Chech Republic, Yugoslavia
and Lithuania and Gibraltar. In connection with performing the Services,
you shall work under the direction of, and in coordination with, the
Company's board of directors and shall devote such reasonable time and
effort as is necessary to perform the Services in a professional and
effective manner.
This Agreement expressly precludes you from providing any and all
capital formation and/or public relation services to the Company inclusive
of but not limited to: (i) direct or indirect promotion of the Company's
securities; (ii) assistance in making of a market in the Company's
securities; and (iii) assistance in obtaining debt and/or equity financing.
In consideration of, and in full payment for, the Services, the
Company hereby agrees to issue to you, subject to the provisions of this
paragraph, an aggregate of 325,000 shares of the Company's common stock,
$.0001 par value per share (the "Shares"); provided, however, that prior to
issuance of any of the Shares, the Company shall file with the Securities
and Exchange Commission a registration statement on Form S-8 with respect
to the Shares (the "Registration Statement"). Anything contained herein to
the contrary notwithstanding; the parties hereby acknowledge and agree that
your obligation to perform the Services is made subject to, and conditioned
upon; (i) your receipt of the Company's most recent annual report and such
other reports as filed under the Securities and Exchange Act of 1934, as
amended, and otherwise required to be delivered to him by the Company under
Rule 428 promulgated by the Commission under the Securities Act of 1933, as
amended (the "428 Information"); (ii) the effectiveness of the Registration
Statement; and (iii) delivery to you of stock certificates evidencing the
Shares upon their issuance subsequent to the effectiveness of the
Registration Statement. You shall have forty-eight (48) hours following
receipt of the 428 Information during which to rescind this Agreement,
I. Vippach
July 26, 2002
Page 2
rendering it null and void and without any obligations as to the parties
hereto; provided, however, your failure to respond within such 48 hour
period shall be deemed an acceptance by you of this Agreement.
Notwithstanding the foregoing, in the event that, prior to September 1,
2002, the Registration Statement has not become effective, at your option,
this Agreement may be terminated, ab initio.
Nothing herein shall constitute you as an employee or agent of the
Company; it being acknowledged and agreed by the parties that you shall
perform the Services as an independent contractor and shall not have the
authority to obligate, commit or act on behalf of the Company in any manner
whatsoever. The Company shall make no deductions or withholdings from any
payments due to you hereunder for federal, state or local income tax
purposes and you shall be responsible for any taxes and other payments due
on the consideration received hereunder.
Notwithstanding anything to the contrary contained herein, the Company
shall have the right to immediately terminate your engagement hereunder for
Cause (as defined below) at any time during the Term. For purposes hereof,
"Cause" shall mean your: (a) willful failure to perform your material
duties hereunder, (b) engagement in criminal misconduct against the
Company, or (c) commission of an act of fraud or any act in bad faith in
connection with your performance of the Services.
As a consequence of this Agreement and the relationship established
hereby, you may obtain from the Company certain confidential and
proprietary information, business plans, sales and marketing techniques,
business prospects, financial information and other information, materials,
methods and techniques that derive independent economic value, actual or
potential, from not being generally known to the public or to other persons
who can obtain economic value from its disclosure or use (collectively, the
"Confidential Information"). You shall keep confidential, and not disclose
to any other person or entity, or take or use for your own purposes (except
as is required in connection with the performance of your obligations under
this Agreement) any Confidential Information, except (i) if such
Confidential Information becomes generally known to the public other than
due to your breach of this paragraph; (ii) in connection with the
enforcement of this Agreement; or (iii) pursuant to applicable law,
regulation or subpoena. Your obligations pursuant to this paragraph shall
survive the expiration or termination of this Agreement and you hereby
agree that, due to the importance to the Company of the Confidential
Information, (a) a monetary remedy for a breach or violation of any
provision hereof may be inadequate and may be impractical and difficult to
prove and (b) such a breach or violation would cause irreparable harm to
the Company. Accordingly, you hereby agree that the Company shall be
entitled with respect to any such breach or violation or threatened breach
or violation, in addition to any other rights or remedies that the Company
may have under applicable law, in equity or otherwise, to temporary and
permanent injunctive relief and/or specific performance with respect to any
such breach, violation or threatened breach without the necessity of
proving actual damages.
I. Vippach
July 26, 2002
Page 3
You may not subcontract, transfer or otherwise delegate, in whole or
in part, any of your obligations hereunder. Any modification or amendment
of, or any waiver of, or consent to any departure from, any term or
provision of this Agreement shall be null and void and without effect
unless in writing and signed by each of the parties hereto. This Agreement
(i) contains the entire agreement of the parties, with respect to the
subject matter hereof, and supercedes any and all prior agreements and
understandings, oral or otherwise, between the parties, with respect to
such subject matter hereof which are not fully and accurately expressed or
referred herein; (ii) shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted
assigns; and (iii) shall be governed by, and construed and enforced in
accordance with, the laws of the State of Nevada, without regard to the
conflicts of laws rules thereof.
You shall be indemnified and held harmless by the Company and its
affiliates from all loss, cost or expenses in respect to any and all
mistakes, errors in judgment or for any act or omission believed by you in
good faith to be within the scope of your authority hereunder, regardless
of whether such act or omission is ineffective or in any way fails to
achieve the purposes of this Agreement; provided, however, you are not
exculpated hereby to the extent that you would be liable to the Company for
fraud in the performance of the Services. You shall not be held to have
incurred any liability to the Company or any person or entity by virtue of
any action taken by you or allegedly failed to be taken by you in the good
faith attempt to discharge your duties and services. In no event shall
your liability exceed the value of the total compensation and consideration
(excluding any reimbursement for expenses) as set forth under the terms and
conditions of this Agreement and as already paid to you thereunder.
Any waiver of the terms and/or conditions as set forth within this
Agreement shall not operate as a waiver of any other breach or claim of
such terms or conditions or any other term or condition, nor shall any
failure to enforce any provisions hereof operate as a waiver of such
provision or of any other provision hereof. No waiver, unless it by its
own terms explicitly so provides, shall be construed to effect a continuing
waiver in any other instance or for any other purpose, or impair the right
of the party against whom such waiver is claimed, in all other instances or
for all other purposes, to require full compliance with such provision.
The parties hereto hereby warrant and represent that they have the
full power and authority to execute and deliver this Agreement and to
perform the obligations as contained herein.
I. Vippach
July 26, 2002
Page 4
Kindly confirm your acceptance and agreement to the foregoing by
signing this Agreement below, which Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
Sincerely,
RESCON TECHNOLOGY CORPORATION
By: /S/ Christian Nigohossian
________________________________________
Name: Christian Nigohossian
Title : President
Accepted and Agreed to as of July 31, 2002
GEO TRADERS
/S/ I. Vippach
___________________________________________
I. Vippach, President