Consulting agreement
This Consulting Areemnt is made and entered into this __th day of October,
2003, (the "Effective Date") by and between Capital Resource Alliance LLC.
(the "Consultant"), a Georgia corporation, with its principal place of
business located at 3500 Lenox Road Suite 1500 Atlanta, GA 30326, and
ResCon Technology Corporation, a Nevada corporation, with its principal
place of business located at 1500 Market Street, 12th Floor, East Tower,
Philadelphia, PA 19120 (the "Company").
1. The Company hereby engages Consultant to provide the Company with
general advice and consulting services regarding the Company and its'
strategic financial planning, with respect to balance sheet and asset
management and to help the Company identify and pursue strategic asset
acquisition and partnering opportunities (the "Services"). The Services
will commence upon acceptance of this letter, and continue thereafter for a
term set forth on Schedule A adjacent to the caption "Term and Termination"
(the "Term"). Consultant accepts the engagement subject to all of the
terms and conditions herein.
2. This engagement is part-time, and as such, Consultant will
provide the Services when and as requested by the Company from time to time
at mutually agreeable times and places. Consultant shall be free to
provide services to other companies during the Term of this engagement,
provided that such services do not conflict with, or impair Consultant's
ability to provide the Services to the Company.
3. Consultant shall be compensated for the Services rendered
pursuant to this Agreement as described on Schedule A adjacent to the
caption Compensation. Consultant shall be reimbursed for direct out-of-
pocket expenses such as travel and lodging, with the approval of Company.
4. The Company shall furnish Consultant with all information that is
reasonably necessary for Consultant to perform the Services hereunder. All
such information provided by or on behalf of the Company shall be complete
and accurate, not misleading, and Consultant shall be entitled to rely upon
the accuracy and completeness of all such information without independent
verification.
5. Each Party hereto shall indemnify and hold harmless the other
from and against any and all losses, claims, damages, or liabilities to
which that party may become subject, arising in any manner out of or in
connection with the subject matter of this Agreement that are caused by the
indemnifying party, unless it is finally judicially determined that such
losses, claims, damages, or liabilities resulted directly from the gross
negligence, the willful misconduct, or the criminal acts of the indemnified
party, and shall reimburse the indemnified party immediately upon demand
for any legal or other expenses reasonably incurred by the indemnified
party in connection with investigating, preparing to defend, or defending
any lawsuits, claims, or other proceedings arising in any manner hereunder;
provided, however, that in the event a final judicial determination is made
that the indemnified party's damages arose out of the indemnified party's
gross negligence, willful misconduct, or criminal acts, the indemnified
party will remit to the indemnifying party any amounts reimbursed under
this subparagraph. The Company and Consultant agree that if any
indemnification or reimbursement sought pursuant to the proceeding is
finally judicially determined to be unavailable for a reason other than the
gross negligence or the willful misconduct of Consultant or any of its
controlling persons, affiliates, employees, or agents, as the case may be,
then, whether or not Consultant is the indemnified party, the Company and
Consultant shall contribute to the losses, claims, damages, liabilities,
and expenses for which such indemnification or reimbursement is held
unavailable in such proportion as is appropriate to reflect the relative
benefits to the Company on the one hand, and Consultant on the other hand,
in connection with the transactions to which such indemnification or
reimbursement relates, and other equitable considerations; provided,
however, that in no event shall the amount to be contributed by Consultant
pursuant to this paragraph 6 exceed the amount of consulting fees actually
received by Consultant hereunder.
6. As used herein: "Confidential Information" means information, other
than Trade Secrets, that is of value to its owner and is treated by its
owner as confidential, including, but not limited to, any data or
information defined herein as a Trade Secret, but which is determined by a
court of competent jurisdiction not to rise to be a trade secret under
applicable law; "Proprietary Information" means Confidential Information
and Trade Secrets; and "Trade Secrets" means information without regard to
form, including but not limited to, technical or nontechnical data,
formulas, patterns, compilations, programs, devices, methods, techniques,
drawings, processes, financial data, financial plans, product plans, or a
list of actual or potential customers or suppliers, which: (a) derives
economic value, actual or potential, from not being generally known to, and
not being readily ascertained by proper means by, other persons who can
obtain economic value from its disclosure or use; and (b) is the subject of
efforts that are reasonable under the circumstances to maintain its
secrecy. Consultant acknowledges and agrees that all Proprietary
Information of the Company, and all physical embodiments thereof, are
confidential to and shall be and remain the sole and exclusive property of
the Company and that any Proprietary Information produced by Consultant
during the Term shall be considered "work for hire" as such term is defined
in 17 U.S.C. Section 101, the ownership and copyright of which shall be
vested solely in the Company.
7. Consultant agrees that all Proprietary Information of the Company
received or developed by Consultant as a result of Consultant's engagement
hereunder will be held in trust and strict confidence. Except as
contemplated by the terms hereof or as required by applicable law or
pursuant to an order entered, or subpoena issued, by a court of competent
jurisdiction, Consultant shall not disclose Proprietary Information of the
Company to any third party, other than to potential acquisition targets,
strategic partners, or investors, who have executed a non-disclosure
agreement restricting use of such Proprietary Information for the sole
purpose of evaluating the Company for a possible transaction.
8. Company agrees that for a period of two (2) years from the date of
introduction by the Consultant of a third party to the Company, that
Company will not circumvent the relationship between the Consultant and the
third party, and further, that Company is obligated to pay any fees or
commissions based on business that is developed with third party during the
subsequent two period under the terms agreed to by Company and Consultant.
9. Consultant will not, without the Company's prior written consent,
either directly or indirectly, on Consultant's own behalf or in the service
or on behalf of others, solicit, divert, or hire away, or attempt to
solicit, divert, or hire away, any person employed by the Company, whether
or not such employee is a full-time or a temporary employee of the Company
and whether or not such employment is pursuant to written agreement and
whether or not such employment is at will.
10. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provisions of
this Agreement which shall remain in full force and effect.
11. This Agreement shall not be amended or modified, except in writing
signed by each of the parties, and shall be governed by and construed in
accordance with the laws of the State of Georgia. This Agreement may be
signed in one or more counterparts all of which taken together are one and
same document.
In witness whereof, duly authorized officers of the Company and Consultant
have executed this Agreement on the Effective Date.
Capital Resource Alliance, LLC Rescon Corporation
3500 Lenox Road 1500 Market Street 12th Floor
Suite 1500 East Tower
Atlanta, GA 30326 Philladelphia, PA 19102
By:______________________________ By:______________________________
Daniel W. Hollis Christian Nigohossian
Managing Director President
Schedule A
to
Consulting Agreement
Services: Consultant shall provide consulting services to the
Company concerning any matters related to operations
and strategic financial planninng,. Further, Consultant
will provide guidance to Company related to all matters
concerning balance sheet, asset and liability
management.
Consultant shall coordinate a merger & acquisition
program for the Company and source, negotiate and move
candidates to close. Consultant will seek out
licensing, strategic partnering and other opportunities
that have the potential to enhance the business of
Company.
Consultant is specifically prohibited from engaging in
any services which driectly of indirectly promote or
maintain a market for the Company's securities, or that
have the result of distributing Company securities to
the general public, including raising money, either
directly or indirectly for Company.
Term and
Termination: The term of this Agreement shall commence on the
Effective Date and shall continue for one year, and
thereafter until terminated by either party upon not
less than sixty (60) days prior written notice.
Compensation: Company shall pay Consultant Three Hundred Thousand
(300,000) shares of Company common stock payble in S-8
shares to Consultant. Company shall also pay
Consultant an amount equal to 8% of the value of any
and all asset acquisitions made by Company and shall
compensate Consultant 8% of the gross dollar value of
any strategic partnership, licensing arrangement, or
other revenue producing relationship that Company
enters into as a result of Consultant efforts, either
in cash, S-8 stock, or some combination thereof at the
Company's election.