Consulting Agreement - Noise Cancellation Technologies Inc. and John Harris
NCTI
20 KETCHUM STREET
WESTPORT, CT 06880
July 1, 2001
Mr. John Harris
Stopnoise.com. Inc.
Re: Consulting Agreement
Dear Mr. Harris:
This will confirm the arrangements, terms and conditions pursuant to which John
Harris of Stopnoise.com, Inc. ("Consultant"), has been retained to serve as a
management consultant and advisor to Noise Cancellation Technologies, Inc.,
("the Company"), for an Initial Period of one (1) year, automatically renewable
for a period of one (1) year, conferencing July 1, 2001, providing the Agreement
is not canceled by either party after the initial period of the first year. The
undersigned hereby agrees to the following terms and conditions.
l. Duties of consultant: Consultant will provide such consulting services
and advice peraining to the Company's business affairs as the Company
may from time to time reasonably request. Without limiting the
generality of the foregoing, Consultant will assist the Company in
corporate development, evaluating merger and acquisition
opportunities, refining business plan, evaluation of marketing plan,
strategic planning, and recruiting. The services described shall be
rendered by Consultant with the direction of the Company and at such
time and place and in such manner (whether by conference. telephone,
letter or otherwise) as Company and Consultant may mutually determine.
2. Term of the Agreement: The effective date of this Agreement is July 1,
2001. The term of this Agreement is through June 30, 2002 unless
extended.
3. Available Time: Consultant shall make available such time as it, in
its sole discretion, shall deem appropriate for the performance of its
obligations under this Agreement and may, in certain circumstances be
entitled to additional compensation in connection therewith.
4. Compensation: As compensation for Consultant's services hereunder, the
Company shall pay to Consultant compensation for business consulting
services as follows:
5. Equity for Services: The Company will grant the Consultant a Five Year
(5) Stock Option in the Company's common stock for 625,000 shares of
the Company's common stock at $0.12 per share. The foregoing options
shall vest at the end of the Initial Period and will be part of the
Stock Option Agreement to be created by the Company. The shares
underlying this option will be registered by the Company with the next
registration statement filed by the Company. This option has been
approved by the Board of Directors.
6. Expenses: The Company agrees to reimburse the Consultant for
reasonable out-of-pocket expenses related to performing services on
behalf of the Company. Such expenses typically might include, but are
not limited to: phone calls, postage, shipping, messengers, travel
meals and lodging expenses. All travel will be pre-approved by the
Company.
7. Health Care: The Company agrees to provide health coverage at its cost
to the Consultant.
8. Communications: Company agrees to set up a private line for
communications between Consultant and Michael J. Parrella.
9. Relationship: Nothing herein shall constitute Consultant as an
employee or agent of the Company, except to such extent as might
hereinafter be expressly agreed for a particular purpose. Consultant
shall not have the authority to obligate or commit the Company in any
manner whatsoever.
10. Information: The Company acknowledges that Consultant will rely on
information furnished by the Company concerning the Company's business
affairs without independent certification and represents that such
information will be materially complete and correct.
11. Confidentiality: Except in the course of the performance of its duties
hereunder, Consultant agrees that it shall not disclose any trade
secrets, know-how, or other proprietary information not in the public
domain learned as a result of this Agreement unless and until such
information becomes generally known.
12. Indemnification: The Company agrees to indemnify and hold harmless the
Consultant, its partners, of5cers, directors, employees and each
person who controls Consultant or any of its affiliates from and
against any losses, claims, damages, liabilities and expenses
whatsoever (including reasonable costs of investigation or defending
any action) to which they or any of them may become subject under any
applicable law arising out of Consultant's performance under this
Agreement and will reimburse Consultant for all expenses (including
counsel fees) as they are incurred.
13. Assignment: this Agreement shall not be assignable by either party.
14. Governing Law: This Agreement shall be deemed to be a contract made
under the laws of the State of Connecticut and for all purposes shall
be construed in accordance with the laws of said State.
15. Notices: All notices will be sent via certified mail or overnight
courier such as Federal Express, to Mr. John Harris, 431 Route 10,
Randolph, New Jersey 07869 and Noise Cancellation Technologies, Inc.,
One dock Street, Suite 300, Stamford, Connecticut 06902, Attention
Michael J. Parrella.
16. Board Approval: This Agreement has been approved by the Company's
Board of Directors.
Very truly yours,
/s/ Michael J. Parrella
---------------------------
Michael J. Parrella
President
NCT Group, Inc.
AGREED & ACCEPTED
By: Stopnoise.com. Inc.
Name: Mr. John Harris
/s/ John Harris
---------------------------
Title: Consultant
Date:7/5/01
<PAGE>
NCTI
20 KETCHUM STREET
WESTPORT, CT 06880
October 9. 2001
Mr. John Harris
Stopnoise.com, Inc.
Re: Addendum to the July 1, 2001 Consulting Agreement
Dear Mr. Harris:
This will confirm that the above referred to consulting agreement is hereby
amended to add the following:
In consideration of a special corporate assignment including the development of
Poison Pill Strategies, the consultant is hereby granted an additional option
for 1.5 Million shares of the company's common stock at $.0925 per share
(today's price) under the same terms and conditions, except for price, as set
forth in the consulting agreement of July 1, 2001.
All other terms of the above referenced consulting agreement are hereby ratified
and re-affirmed.
Very truly your,
/s/ Michael J. Parrella
-----------------------------
Michael J. Parrella
President NCT Group, Inc.
AGREED & ACCEPTED
By: Stopnoise.com, Inc.
/s/ John Harris
----------------------------
Name: John Harris
Title: Consultant
Dated: 10/9/01
<PAGE>
NCTI
20 KETCHUM STREET
WESTPORT, CT 06880
February 15. 2002
Mr. John Harris
Stopnoise.com, Inc.
Re: Second Addendum to the July 1, 2001 Consulting Agreement
Dear Mr. Harris:
This will confirm that the above referred to consulting agreement is hereby
amended to add the following:
Paragraph 1, Duties of Consultant: to the contents of the paragraph
shall be added a second paragraph as follows:
"In addition to the above consulting services, consultant will provide
such consulting services and advice pertaining to the company's
international business affairs as well as domestic, as the company
may, from time-to-time, request. As consideration for these additional
services, consultant is hereby granted an additional option for 1
Million shares of the company's common stock at $.082 per share, the
closing price on February 15. 2002 under the same terms and
conditions, except for price, as set forth in the consulting agreement
of July 1, 2001."
All other terms of the above referenced consulting agreement are hereby ratified
and re-affirmed.
Very truly yours,
/s/ Michael J. Parrella
----------------------------
Michael J. Parrella
President
AGREED & ACCEPTED
By: Stopnoise.com. Inc.
/s/ John Harris
---------------------------
Name: John Harris
Title: Consultant
Date: 2/15/02
<PAGE>
NCTI
20 KETCHUM STREET
WESTPORT, CT 06880
February 27, 2002
Mr. John Harris
Stopnoise.com, Inc.
Re: Third Addendum to the July 1, 2001 Consulting Agreement
Dear Mr. Harris:
This will confirm that the above referred to consulting agreement is hereby
amended as follows:
Delete the amendment contained in the February 15, 2002 Second
Amendment to the July 1, 2002 Consulting Agreement, and add the
following language:
Paragraph 1, Duties of Consultant: to the contents of the paragraph
shall be added a second paragraph as follows:
"In addition to the above consulting services, consultant will provide
such consulting services and advice pertaining to the company's
international business affairs as well as domestic, as the company
may, from time-to-time, request. As consideration for these additional
services, consultant is hereby granted an additional option for 1.25
Million shares of the company's common stock at $.079 per share, the
closing price on February 27, 2002 under the same terms and
conditions, except for price, as set forth in the consulting agreement
of July 1, 2001."
All other terms of the above referenced consulting agreement are hereby ratified
and re-affirmed.
Very truly yours,
/s/ Michael J. Parrella
----------------------------
Michael J. Parrella
President
AGREED & ACCEPTED
By: Stopnoise.com, Inc.
/s/ John Harris
---------------------------
Name: John Harris
Title: Consultant
Date: 2/27/02