Exhibit 10.19
Skypath Networks, Inc.
SB-2 Amendment 1
CONSULTING AGREEMENT
This Agreement is made effective as of April 2, 2004 by and between Skypath
Networks Inc of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇.
In this Agreement, the party who is contracting to receive services shall be
referred to as "SKYPATH" and the party who will be providing the services shall
be referred to as "Consultant".
Consultant has a background in "business acquisitions and combinations" and is
willing to provide services to SKYPATH based upon this background, and SKYPATH
desires to have such services provided by Consultant.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES: Beginning on April 5, 2004, Consultant will provide
the following services (collectively, the "Services"): Identify potential
licensing partners for AutoCourier and or sales agreement candidates engaged in
providing Wireless Services.
2. PERFORMANCE OF SERVICES: The manner in which the Services are to be performed
and the specific hours to be worked by Consultant shall be determined by
Consultant.
3. COMMISSION PAYMENTS: SKYPATH will make a one time payment of 60,000 shares of
common stock to be registered and a commission payment to Consultant equal to
5.00 % of the sales agreement being created. For the purposes of this Agreement,
the sales agreement is created means "the gross price before deduction of any
and all expenses including the commission resulting from this Agreement".
a. Payment Schedule: The one time stock payment is due at the signing of this
agreement and the commissions shall be payable in full at the closing of
the sales agreement.
b. Accounting: SKYPATH shall maintain records in sufficient detail for
purposes of determining the amount of the commission. SKYPATH shall provide
to Consultant a written accounting that sets forth the manner in which the
commission payment was calculated.
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c. Right to Inspect: Consultant, or his agent, shall have the right to inspect
SKYPATH's records for the limited purpose of verifying the calculation of
the commission payment.
4. TERM / TERMINATION: This Agreement shall be effective for a period of six
months.
5. RELATIONSHIP OF PARTIES: It is understood by the parties that Consultant is
an independent contractor with respect to SKYPATH, and not an employee of
SKYPATH.
6. CONFIDENTIALITY: SKYPATH recognizes that Consultant may be given access to
proprietary information, which is valuable to SKYPATH and needs to be protected
from improper disclosure. In consideration for the disclosure of such
information, Consultant agrees that he will not divulge, disclose, or
communicate such information to a third party without the prior written consent
of SKYPATH.
7. NOTICES: All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, addressed as follows:
IF for SKYPATH:
Skypath Networks, Inc.
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IF for Consultant:
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Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
8. ENTIRE AGREEMENT: This Agreement contains the entire agreement of the parties
and there are no other promises or conditions in any other agreements whether
oral or written. This Agreement supersedes any prior written or oral agreements
between the parties.
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9. AMENDMENT: This agreement may be modified or amended if the amendment is made
in writing and is signed by both parties.
10. SEVERABILITY: If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision in invalid or
unenforceable, but that by limiting such provision it would become valid and
enforceable, then such provision shall be deemed to be written, construed, and
enforced as so limited.
11. WAIVER OF CONTRACTUAL RIGHT: The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
12. APPLICABLE LAW: the laws of the State of Rhode Island shall govern This
Agreement.
Party receiving services:
Skypath Networks, Inc.
By: /s/ ▇▇▇▇▇ Paolo, President
Party providing services:
Consultant
By: /s/ Consultant
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