EXHIBT 10.12
Consulting Contract
PARTIES: Trancom Industries, Inc. a Colorado Corporation, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Spectra Products Inc., an Ontario Corporation, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
SERVICES TO BE RENDERED: Trancom Industries, Inc. ("Trancom") retains Spectra
Products Inc. ("SPI") to provide the following sales and administrative support
for the Brake Safe TM visual brake stroke indicator and such other products made
available to Trancom by SPI (collectively "the Products"):
1. Trancom will provide SPI with a list of potential customers for direct
sales solicitation by SPI on behalf of Trancom. SPI will qualify each
customer regarding interest in the Products and SPI will schedule
appointments, where appropriate, with qualified customers to present the
Products and arrange for trial usage by the potential customer. SPI will
follow up with the potential customer to equip the customers entire fleet.
2. SPI will identify and recommend to Trancom trade publications to publicize
the Products and to advertise Trancom's distribution of the Products. At
Trancom's request, SPI will place advertisements and forward press kits to
selected publications.
3. SPI will refer all inquiries regarding the Products resulting from SPI
advertising or promotion, on its own account or jointly with Trancom,
directly to Trancom in those geographic areas falling within the terms of
this contract.
4. SPI will provide distribution of promotional materials by mail or fax
transmission at the request of Trancom to potential customers for the
products as may be approved by Trancom.
5. SPI will provide warehousing of the Products for Trancom at its warehouse
facility in Etobicoke, Ontario. SPI will ship the Products directly to
Trancom customers as directed by Trancom through a valid customer purchase
order. SPI will prepare and issue any and all necessary documentation to
meet cross-border shipment requirements.
6. SPI will provide an order desk to handle customer inquiries and orders from
Trancom and will prepare and issue necessary customer documentation to
permit customer invoicing. SPI will issue invoices directly to Trancom's
customers on behalf of Trancom, directing all payments for the Products to
be sent directly to Trancom at its corporate offices. All related documents
will be forwarded by fax transmission to Trancom.
7. SPI will establish and maintain financial records for Trancom necessary for
Trancom's accountants/auditors to prepare quarterly financial statements.
All bookkeeping entries will be kept current with Trancom sales
transactions and forwarded monthly to Trancom within 30 days of month end.
8. SPI will secure the services of ▇▇▇▇▇▇▇'s senior management to oversee the
day to day operation of Trancom's business in conjunction with ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇'s President.
COMPENSATION:
A. Consulting Fees: Trancom will pay a monthly fee to SPI in the amount of $US
3,500, payable within 30 days of month end, for the services to be
rendered.
B. Expenses and Disbursements: Trancom will reimburse SPI for all preapproved
expenditures by SPI in providing the services including without limitation
travel, accommodation and related sales expenses, disbursements and fees
related to administrative support. Trancom will not unreasonably refuse
approval of expenses directly related to fulfillment of this contract.
Payment for such expenses will be made within 30 days of billing with
appropriate evidence of the expenditure.
C. Stock Options: Trancom will grant SPI's parent company, Spectra Inc., the
option to purchase 4,000,000 common shares of Trancom at a purchase price
of $US 0.01 per share. The options will be exercisable by ▇▇▇▇▇▇▇ at any
time and will expire July 30, 2004.
TERM OF CONTRACT:
This contract will take effect August 1, 1999 for a term of one year. This
contract will automatically renew annually for successive periods of one year
under the same terms and conditions except compensation unless either party
notifies the other in writing 60 days prior to the anniversary date that the
contract is not to be renewed. This contract may be terminated by either party
upon 30 days prior written notice. With the exception of compensation, each
renewal shall be governed by the same terms and conditions as this Agreement.
With each renewal, Consultant's compensation shall be negotiated.
AREA OF SERVICES:
It is understood by the parties that SPI will provide services to Trancom for
business within the United States and Mexico and that this contract shall be
governed by the laws of the Province of Ontario.
CONFIDENTIAL INFORMATION:
The parties understand that financial data, sales contracts, prospects and leads
are considered to be confidential information except as necessary to advance the
purposes and best interest of Trancom.
NOTICE:
Any notice required or desired to be given by one party hereto to the other
under this contract shall be in writing and shall be deemed to be fully given
and received if and when received by personal delivery or eight days after
posting by prepaid registered mail, return receipt requested, or by 10:00 a.m.
the next ordinary business day, if by cable, telegram, facsimile or telex,
addressed to the party to be notified at the respective address as first set
forth above or such other address as may be supplied in writing.
Dated this 12th day of August, 1999.
Trancom Industries, Inc.
Per: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
Print Title: President
Dated this 12th day of August, 1999.
Spectra Products Inc.
Per: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Print Name: ▇.▇. ▇▇▇▇
Print Title: Vice-President