EXHIBIT 10.73
AGREEMENT entered into as of November 1st 1999, between Isramco, Inc.,
with offices at ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ (the "Company")
and Worldtech Inc., with offices at 3715 Sunlo Iung ▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (the "Consultant").
WHEREAS, Consultant is in the business of providing management personnel
to advise businesses relating to their operations and investments outside of the
United States and in European countries and maintains executive and operating
personnel for this purpose; and
WHEREAS, ▇▇▇▇▇▇ ▇▇▇▇▇▇ is an employee of Consultant; and
WHEREAS, the Company is desirous of retaining the services of Consultant
to assist the Company in performing consulting functions on an as needed basis
and Consultant has agreed to make the services of ▇▇▇▇▇▇ ▇▇▇▇▇▇ available for
this purpose.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, Consultant and the Company hereby agree as follows:
1. Consulting Services. The Company hereby engages Consultant and Consultant
hereby agrees to make itself available to render at the request of the
Company, certain independent advisory and consulting services to the best
of its ability in compliance with all applicable laws, the Company's
Articles of Incorporation and By-laws and under the terms and conditions
hereof. Services rendered by Consultant hereunder may be made via
telephone and via correspondence. It is understood that the services
rendered shall be upon the request of the Company and shall be rendered at
such time, in such manner and at such places as shall be reasonably
convenient and consistent with Consultant's other business and personal
commitments.
2. Compensation. In consideration of Consultant's promise to perform the
services for the Company as provided for in Section 1 hereof and as an
inducement to enter into this Agreement, the Company shall pay to
Consultant or a company owned by Consultant, an annual consulting fee of
Two Hundred Forty Thousand (240,000) Dollars payable in installments of
Twenty Thousand ($20,000) Dollars per month. All monthly payments shall be
paid on or before the tenth (10th) day of each month with the first
payment due December 1, 1999.
3. Expenses. Consultant shall be reimbursed for all reasonable business
expenses incurred by it during the Consulting Term (as hereinafter
defined) in the performance of its services hereunder in compliance with
the existing policies of the Company relating to reimbursement of such
expenses. Consultant is required to submit sufficient documentation of
expenditures.
4. Independent Contractor. It is expressed, understood and agreed that
Consultant is acting as an independent contractor in performing its
services hereunder. The Company shall carry no workmen's compensation
insurance or any accident insurance to cover Consultant. The Company shall
not pay any contribution to social security, employment insurance, federal
and state withholding taxes.
5. Term. This Agreement shall be in fulll force and effect for the period
commencing November 1, 1999 and continuing up to and through May 31, 2001
(the "Consulting Term"). Notwithstanding the foregoing, the term of this
Agreement shall be automatically extended for an additional term of three
(3) years commencing June 1, 2001 through May 31, 2004, unless the Company
has given Consultant written notice, at least ninety (90) days prior to
June 1, 2001, that it does not intend for the term to be automatically
extended.
6. Death and Disability. If Consultandt during the term of this Agreement is
unable to perform services by reason of illness or incapacity, the
compensation to Consultant shall nevertheless continue at its present rate
for the duration of the Consulting Term. If Consultant dies during the
term of this Agreement, the compensatin payable pursuant to Section 2
hereof shall continue for a period of
one (1) year from Consultant's death.
7. Termination Payment. In the event Consultant's relationship is terminated
by the Company, Consultant shall be entitled to receive a severance
payment in one lump sum equal to the balance of the unpaid consulting fee
due to Consultant for the remaining term of this Agreement simultaneously
with its termination. Notwithstanding the foregoing, this Agreement may be
terminated at will by Consultant upon thirty (30) days prior written
notice to the Company. In such event, the termination payment provided for
in Section 7 hereof shall not be applicable and Consultant shall only be
entitled to one (1) additional month of compensation after notice of
temination.
8. Severability. With respect to any provision of this Agreement finally
determined by a court of competent jurisdiction to be unenforceable,
Consultant and the Company hereby agree that such court shall have
juridiction to reform such provision so that it is enforceable to the
maximum extent permitted by law, and the parties agree to abide by such
court's determination. In the event that any provision of this Agreement
cannot be reformed, such provision shall be deemed to be served from this
Agreement, but every other provision of this Agreement, shall remain in
full force and effect.
9. Binding Effect: Assignment. The terms and provisions of this Agreement
shall be binding on and inure to the benefit of Consultant, the Company
and their respecttive heirs, executors, administrators, legal
representatives, successors and assigns. This Agreement shall require the
personal services of Consultant and consequently, Consultant may not
assign, pledge or encumber in any way all or party of its obligators under
this Agreement without the prior written consent of the Company. The
Company may assign its rights and obligations hereunder without the
consent of Consultant. Notwithstanding the foregoing, the Company shall
continue to act as a guarantor of its obligations hereunder.
10. No Modification. No agreement, modification, or any provision of this
Agreement, nor consent to any departure therefrom shall be effective
unless the same shall be in writing and signed by the parties hereto.
11. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York.
12. Notices. All notices, consents, demands, requests, approvals and other
communications which are required or may be given hereunder shall be in
writing and be deemed to have been given, delivered or mailed, registered
or certified, first class postage prepaid and telefax as follows:
If to Consultant:
Worldtech Inc.
3715 Sun Hung ▇▇▇ ▇▇▇▇▇▇
▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇.
If to Company:
Isramco, Inc.
Isramco - Israel Branch
▇▇▇▇▇▇ ▇ ▇▇▇.
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Israel
13. Captions. The section headings of this Agreement are included for
convenience only and shall not constitute a part of this Agreement in
construing or interpreting any provision hereof.
IN WITNESS WHREOF, the parties hereto have executed or caused to be
executed this instrument as of the day and year first above written.
Isramco, Inc.
By: _______________________
Worldtech Inc.
By: _______________________
Isramco/contracts/0030