CONSULTING AGREEMENT
FOR
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SATX, INC. A NEVADA CORPORATION, (HEREINAFTER REFERRED TO AS "COMPANY") AND
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, (HEREINAFTER REFERRED TO AS "CONSULTANT") AGREES AS
FOLLOWS:
1. CONSULTANT: Company hires Consultant and Consultant hereby accepts
consulting with the Company upon the terms and
conditions hereinafter set forth.
2. TERM OF CONSULTING AGREEMENT:
A. INITIAL TERM: The term of this Consulting Agreement shall
commence on December 1, 2000 and shall terminate on May 30, 2001, unless
otherwise extended or terminated as provided for under this agreement.
B. OPTION TO RENEW: Company has the option to renew Consultant's
contract, on terms and conditions no less favorable than in this current
agreement, for one (1) additional year. If Company intends to do so extend
Consultant's term; the Company shall provide written notice to Consultant prior
to May 30, 2001.
3. CONSULTANT'S DUTIES:
A. TITLE: Consultant shall serve as an independent outside
advisor to the Company. In that capacity, Consultant shall do all services,
acts, or things necessary to advise the President of the Company, as required
and requested from time to time by a duly authorized officer of the Company.
B. LOYAL AND CONSCIENTIOUS PERFORMANCE: Consultant agrees that
to the best of his ability and experience he will at all times loyally and
conscientiously perform all of the obligations required of him either expressly
or implicitly by the terms of this agreement.
C. COMPETITIVE ACTIVITIES: During the term of this agreement
Consultant shall not, directly or indirectly, either as an employee, employer,
consultant, agent, principal, partner, corporate officer, director, or in any
other individual or representative capacity, engage or participate in any
business that is in competition in any manner whatsoever with the business of
the Company.
D. TRADE SECRETS:
(i) The parties acknowledge and agree that during the
term of this agreement and in the course of the discharge of his consulting
hereunder, Consultant shall have access to and become acquainted with
information concerning the operation of the Company, including without
limitation, customers, financial, personnel, sales, planning, marketing and
other information that is owned by the Company and regularly used in the
operation of the Company's business and that this information constitutes the
Company's trade secrets.
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(ii) Consultant agrees that he shall not disclose any such
trade secrets, directly or indirectly, to any other person or use them in any
way, either during the term of this agreement or at any time thereafter, except
as is required in the course of his consulting with the Company. The
unauthorized use or disclosure of any of the Company's trade secrets obtained by
Consultant during his consulting with the Company shall constitute unfair
competition.
(iii) Consultant further agrees that all files, records,
documents, equipment and similar items relating to Company's business, whether
prepared by Consultant or others, are and shall remain exclusively the property
of the Company.
4. COMPENSATION:
A. BASE COMPENSATION: The consultant shall receive a total of
150,000 shares of stock in SATX, Inc. with S-8 registration rights.
B. TAX WITHHOLDING: Consultant hereby acknowledges and warrants
that neither it, nor any of its employees or agents, will be treated as an
employee of the Company with respect to any services rendered to the Company for
any purpose whatever, including without limitation for the purpose of Social
Security, Federal or State Unemployment taxes or income tax withholding at any
source. Consultant shall be solely responsible for its Federal, State and Local
income taxes, if any.
5. EXPENSE ALLOWANCE: Company shall reimburse Consultant for all
business related expenses incurred by Consultant during the course of his
consulting on behalf of the Company.
6. TERMINATION:
A. TERMINATION FOR CAUSE: The Company reserves the right to
terminate this agreement, if Consultant willfully breaches or habitually
neglects his consulting duties which he is asked to perform under the terms of
this agreement, or commits such acts of dishonesty, fraud, misrepresentation or
other acts of moral turpitude as would prevent the effective performance of his
consulting.
B. TERMINATION BY CONSULTANT:Consultant may terminate his
obligations under this agreement by giving the Company at least 10 days (10)
notice in advance. The Companies obligation to pay the Consultant's base fee
shall cease as of the Consultant's last day of work.
7. CONSULTANT'S OBLIGATION AFTER TERMINATION:
A. SOLICITATION OF CUSTOMERS: The Consultant agrees that for a
period of one year (1) immediately following the termination of his consulting
with the Company, Consultant shall not directly or indirectly make known to any
person, firm, or corporation the names or addresses of any of the customers of
the Company or any other information pertaining to them, or call on, solicit,
take away, or attempt to call on, solicit, or take away any of the acquaintances
during his term of consulting with the Company, either for himself or for any
other person, firm, or corporation.
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8. MEDIATION:
A. Any controversy between the parties involving the
construction or application of any terms, provisions, or conditions of this
agreement, shall on the written request of either party served on the other, be
submitted to mediation before a neutral third party. The parties shall share the
cost of mediation jointly.
9. ENTIRE AGREEMENT: This agreement supersedes any and all other
agreements, either written or oral, between the parties hereto with respect to
the consulting of the Consultant to the Company and contains all of the
covenants and agreements between the parties with respect to such consulting for
the Company in any manner whatsoever. Both parties must sign any modification to
this agreement.
10. PARTIAL INVALIDITY: If any part of this agreement shall be
determined by a court or mediator to be invalid, the remainder hereof shall be
construed as if the invalid portion has been omitted.
11. WAIVER: No waiver of any of the provisions of this agreement shall
be deemed or shall constitute a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver.
12. LAW GOVERNING AGREEMENT: This agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
Dated: November 30, 2000 SATX, INC.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President & CEO
Dated: November 30, 2000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
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UNANIMOUS WRITTEN CONSENT IN LIEU OF SPECIAL MEETING
OF THE
BOARD OF DIRECTORS
OF
SATX, INC.
The undersigned, constituting all of the directors of the above named
corporation, hereby consent in writing, pursuant to NRS 78.315, to the adoption
of the following recitals and resolutions.
APPROVAL OF AGREEMENT AND AUTHORIZATION TO ISSUE STOCK
RESOLVED, that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President and CEO, be and hereby is
authorized to execute the Agreement on behalf of SATX, Inc and to take whatever
action is necessary to cause 150,000 shares of the common stock of SATX, Inc. to
be issued to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ as provided in the ("Agreement").
RESOLVED FURTHER, that all shares and warrants so issued will NOT be
registered under the Securities Act of 1933 ("1933 Act") and will be "restricted
securities" within the meaning of Rule 144 of the 1933 Act. The certificates
evidencing the Shares shall bear restrictive legends as appropriate and will be
subject to appropriate stop transfer orders to the respective transfer agents.
The Company shall be under no obligation to register the Shares under the 1933
Act or any state securities law for resale by the individual or entity who is
issued the Shares.
RESOLVED FURTHER, that this Unanimous Consent may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Unanimous
Consent to be effective the 30th day of November, 2000.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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