CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective this 30TH day
of October 1997 by and between Eurotronics Holdings Incorporated, a Utah
corporation with principal offices at 1130 John Anderson Drive, Ormond Beach,
Florida 32176 ("Eurotronics"), and Park Street Investments, Inc., a financial
consulting firm with principal offices at 2133 East 9400 South, Suite 151, Salt
Lake City, Utah 84093 ("Consultant").
PREMISES
WHEREAS, Consultant has served as a consultant and advisor to
Eurotronics, advising Eurotronics with respect to matters including, but not
limited to, recapitalizations, mergers and acquisitions and general corporate
problem solving;
WHEREAS, Consultant has prospected for, and located, a business
opportunity on behalf of Eurotronics which both parties believe to be in the
best interest of Eurotronics;
WHEREAS, Eurotronics wishes to fully compensate Consultant for services
Consultant has performed in advising Eurotronics with respect to finding such
business opportunity and in negotiating an agreement of merger on Eurotronics'
behalf;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Eurotronics and
Consultant agree as follows:
1. Services Performed. The parties hereby acknowledge that Consultant has
provided valuable services to Eurotronics including, but not limited to: (a)
finding a viable private company interested in combining with Eurotronics; (b)
negotiating on Eurotronics' behalf the key terms of merger with the private
company; and (c) preparing an Agreement for Merger pursuant to which the
business combination will occur.
2. Compensation. As consideration for services that have been performed by
Consultant, Eurotronics shall issue to Consultant seven million six hundred and
fifty thousand (7,650,000) shares of its Class A Common Stock, par value $0.0001
("Common Stock"). The Common Stock shall be initially registered under a Form
S-8 Registration Statement to be filed by the Company. Such compensation shall
be the exclusive consideration for all past consulting services performed by
Consultant. Consultant shall not be entitled to additional compensation for any
merger, acquisition, reorganization, agreement or other transaction that
Eurotronics may enter into as a direct or indirect result of services performed
by Consultant through the date of this Agreement.
3. Confidential Information. Consultant agrees that certain information that may
have been disclosed or discovered by Consultant during the course of the
performance of the services under this Agreement is secret, unique, and
valuable, and was developed by Eurotronics at great cost and over a long period
of time. Consultant hereby agrees not to disclose such confidential information
for a period of three (3) years from the date of execution of this Agreement,
unless expressly authorized by Eurotronics in writing. Consultant further
understands and agrees that the breach of this agreement not to disclose will
cause irreparable injury to Eurotronics. Such breach will entitle Eurotronics to
pursue a remedy at law or in equity, including injunctive relief without proof
of actual damages, or posting of a bond, for any damages resulting therefrom.
For the purpose of this Agreement, confidential information includes but is not
limited to, the following:
A. Non-public financial information, accounting information,
plans of operations, and information related to possible
mergers or acquisitions prior to any public announcement;
B. Memoranda, notes, or records concerning technical processes
conducted by Eurotronics or any affiliated entity;
C. Proprietary technology, licenses and patents;
D. Sketches, plans, drawings and other confidential research and
development data;
E. Any other information that Consultant knows is confidential or
that a reasonable person in the position of Consultant would
have reason to believe is confidential.
4. All Prior Agreements Terminated. This Agreement constitutes the entire
agreement and understanding between the parties and supersedes and replaces all
proposals, prior negotiations and agreements, whether oral or written, between
the parties in connection with the subject matter contemplated by this
Agreement. None of the parties shall be bound by any conditions, definitions,
warranties or representations with respect to the subject matter of this
Agreement other than as expressly provided in this Agreement, unless the parties
subsequently agree to modify or amend this Agreement in writing, duly signed by
authorized representatives of the parties.
5. Release. Consultant hereby agrees that the compensation to be provided
hereunder constitutes full settlement of the services to be provided pursuant to
this Agreement, as well as all past consulting services performed on behalf of
Eurotronics by Consultant. Consultant hereby releases Eurotronics from any
existing claims to unpaid compensation which Consultant may currently possess as
a result of previously performed services.
6. Miscellaneous
A. Authority. The execution and performance of this Agreement
have been duly authorized by all requisite corporate action.
This Agreement constitutes a valid and binding obligation of
the parties.
B. Amendment. This Agreement may be amended or modified only by
an instrument in writing executed by the parties hereto.
C. Waiver. No term of this Agreement shall be considered waived
and no breach excused by either party unless such waiver is
made in writing. No consent, waiver or excuse by either party,
express or implied, shall constitute a subsequent consent,
waiver or excuse.
D. Assignment:
(i) The rights and obligations under this Agreement shall
inure to the benefit of and shall be binding upon the
successors and assigns of each of the parties.
Neither party shall have the right to transfer or
assign this Agreement without the prior written
consent of the other party.
(ii) Nothing in this Agreement, expressed or implied, is
intended to confer upon any person, other than the
parties and their successors, any rights or remedies
under this Agreement.
E. Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and may be
given by personal delivery or by mail, registered or
certified, return receipt requested, or by overnight delivery
service, or via facsimile (fax) transmission. Mailed notices
shall be addressed to the parties at the addresses appearing
herein, but each party may change its address by written
notice in accordance with this paragraph. Notices delivered
personally shall be deemed to be properly served as of the
time of actual delivery; mailed or otherwise transmitted
notices shall be deemed properly served upon receipt.
(i) In the case of Eurotronics to:
Eurotronics Holdings Incorporated
1130 John Anderson Drive
Ormond Beach, Florida 32176
(904) 441-1031
(904) 441-1035 (fax)
(ii) In the Case of Consultant to:
Park Street Investments, Inc.
2133 East 9400 South, Suite 151
Sandy, Utah 84093
(801) 944-0701
(801) 944-0715 (fax)
or to such other person or address designated in writing to
receive notice.
F. Headings and Captions. The headings of paragraphs are included
solely for convenience. If a conflict exists between any
heading and the text of this Agreement, the text shall
control.
G. Effect of Partial Invalidity. In the event that any one or
more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, but
this Agreement shall be constructed as if it never contained
any such invalid, illegal or unenforceable provisions.
H. Controlling Law and Venue. The validity, interpretation, and
performance of this Agreement shall be governed by the laws of
the State of Utah, without regard to its law on the conflict
of laws. Any dispute arising out of this Agreement shall be
brought in a court of competent jurisdiction in Salt Lake
County, State of Utah. The parties exclude any and all
statutes, laws and treaties which would allow or require any
dispute to be decided in another forum or by other rules of
decision than provided in this Agreement.
I. Arbitration. Any dispute arising under this Agreement shall be
resolved through a mediation-arbitration approach. The parties
agree to mutually select a neutral third party to help them
mediate any dispute. If the mediation is unsuccessful, the
parties agree that the dispute shall be decided by binding
arbitration in accordance with the rules of the American
Arbitration Association then controlling. The site of any such
mediation or arbitration shall be in Salt Lake County, State
of Utah.
J. Attorney's Fees. If any action at law or in equity, including
an action for declaratory relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing
party shall be entitled to recover actual attorney's fees,
court costs, and other costs incurred in proceeding with the
action from the other party. The attorney's fees, court costs
or other costs, may be ordered by the court in its decision of
any action described in this paragraph or may be enforced in a
separate action brought for determining attorney's fees, court
costs, or other costs. Should either party be represented by
in-house counsel, all parties agree that party may recover
attorney's fees incurred by that in-house counsel in an amount
equal to that attorney's normal fees for similar matters, or,
should that attorney not normally charge a fee, by the
prevailing rate charged by attorneys with similar background
in that legal community.
K. Mutual Cooperation. The parties hereto shall cooperate with
each other to achieve the purpose of this Agreement, and shall
execute such other and further documents and take such other
and further actions as may be necessary or convenient to
effect the transactions described herein.
L. No Third Party Beneficiary. Nothing in this Agreement,
expressed or implied, is intended to confer upon any person,
other than the parties hereto and their appropriate
successors, any rights or remedies under or by reason of this
Agreement, unless this Agreement specifically states such
intent.
M. Facsimile Counterparts. If a party signs this Agreement and
transmits an electronic facsimile of the signature page to the
other party, the party who receives the transmission may rely
upon the electronic facsimile as a signed original of this
Agreement.
IN WITNESS WHEREOF, this Agreement was duly executed this 30TH day of
October 1997.
Eurotronics Holdings Incorporated Park Street Investments, Inc.
/s/Melvin Fields /s/Ken Kurtz
- ------------------------------- -------------------------------
By: Melvin Fields, President By: Ken Kurtz, President