CONSULTING AGREEMENT
This AGREEMENT (this
"Agreement") is made
as of February 13, 2007,
is made by and between Deep Field Technologies, Inc., a New Jersey corporation
(the "Company"),
having an office at
2222 Second Street,
Fort Myers,
Florida
33901, and
Jerome Mahoney, as individual, having an office at 750 Rt. 34
Matawan, New Jersey, 07747 (the "Consultant").
WITNESSETH:
WHEREAS, prior to the
date hereof, the
Consultant was
employed as
the Chairman of the Board of Directors of the Company (the
"Board");
WHEREAS, the
Company has entered into an Amended and Restated
Securities Exchange Agreement (the "Securities Exchange
Agreement"), dated as of
January 25, 2007, by and among the Company, the joint venture
participants named
therein and Beijing Sino-US Jinche Yingang Auto Technological
Service Limited, a
cooperative joint
venture organized
under the laws of The People's Republic of
China ("Jinche") pursuant to which the Company has agreed to
exchange certain of
its shares for joint venture interests in Jinche;
WHEREAS, in connection with the Securities Exchange Agreement, the
Consultant has agreed
to resign as Chairman
of the Board, and the
Employment
Agreement by and between the Company and the Consultant, dated August 3, 2004,
as amended (the "Employment Agreement") will be terminated
immediately prior to
the Closing (as such term is defined in the Securities Exchange
Agreement); and
WHEREAS, the
Company now desires to engage the services of the
Consultant, and the Consultant desires to render such services.
NOW, THEREFORE, in
consideration of the premises, the parties agree
as follows:
1.
Consulting Services.
During the term of this Agreement, the Consultant
shall provide general
corporate finance
advisory and other similar consulting
services to the Company, subject to the terms and
conditions
hereinafter
set
forth (the "Services"). The Consultant agrees that he will
perform the Services
faithfully and to the best of his ability, subject to the general
supervision of
the Board of Directors of the Company.
2. Term.
The term of the Consultant's engagement hereunder shall
commence
on the date hereof (the "Commencement Date") and shall continue for a term of
six (6) months.
3.
Compensation.
(a) In consideration of the services to be rendered by the
Consultant hereunder,
the Company agrees to pay the Consultant, and the
Consultant agrees to accept from the Company, One Million (1,000,000) shares
of
the Company's Class A
Common Stock ("DFT Common Stock") which DFT Common Stock
shall be issued to the
Consultant on the Effective Date (as defined below) and
which DFT Common Stock shall be deemed fully earned and not redeemable by the
Company, including upon any termination of this Agreement, after
such issuance.
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(b) The Company agrees
to register the DFT
Common Stock issued
to
the Consultant on Form
S-8, at the Company's
expense, with the
Securities and
Exchange Commission (the "SEC") on such date that is not later than
seventy (70)
days after the Commencement Date.
4.
Termination. This
Agreement may be terminated by the Company or by the
Consultant upon thirty
(30) days' prior written notice of termination to the
other party hereto,
which notice shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the
Consultant's
services.
5.
Conditions to Effectiveness of Consulting Agreement.
(a) The Consultant shall have resigned as Chairman of the
Board.
(b) The Employment
Agreement and all rights thereunder to any
benefits and compensation shall have been terminated.
6.
Non-Disclosure of Confidential Information and
Non-Solicitation.
(a) The Consultant acknowledges that the Company maintains as
secret
and confidential
certain information
(i) relating to the products, processes,
designs and/or
systems used by the
Company and (ii)
relating to the customers
and employees
of the Company (such information hereafter referred to as
"Confidential
Information"). The
Consultant
further acknowledges that such
Confidential
Information is of
great value to the Company. The parties hereto
recognize that
in the course of providing services to the Company, the
Consultant, by reason
of his engagement
by the Company, may be exposed to
certain Confidential
Information.
The parties
confirm that it is
reasonably
necessary to protect the Company's goodwill, and accordingly, the Consultant
agrees that
in the event the Consultant is exposed to any Confidential
Information the
Consultant
will not directly or indirectly (except where
authorized by the
Board of Directors
of the Company for the benefit of the
Company):
(i) At any time during
or after the term of
this Agreement,
divulge to
any persons, firms or corporations, other than the Company
(hereinafter referred
to collectively as "third parties"), or use or allow or
cause or authorize any third parties to use, any such Confidential Information
other than with
respect to the Company's unified messaging business (the
"Unified Messaging Business");
(ii) At any time during the term of this Agreement and for a
period of six (6) months after the termination of this Agreement, solicit or
cause or authorize
directly or indirectly to be solicited, for or on behalf of
the Consultant or third parties, any business from persons, firms,
corporations
or other entities
who were at any time within six (6) months prior to the
termination of this Agreement, customers of the Company other
than with respect
to the Unified Messaging Business;
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<PAGE>
(iii) At any time during the term of this Agreement and for a
period of six (6) months after the termination of this Agreement, accept or
cause or authorize
directly or indirectly
to be accepted, for or
on behalf of
the Consultant or
third parties,
any business from any
such customers of this
Company other than with respect to the Unified Messaging
Business;
(iv) At any time during the term of this Agreement and for a
period of six (6) months the termination of this Agreement,
solicit or cause
or
authorize directly or
indirectly
to be solicited
for employment, for or on
behalf of the Consultant or third parties, any persons (excluding any
individuals residing
in the same immediate primary residence as the Consultant,
and/or the
Consultant's immediate
family) who were at
any time within six (6)
months prior to the
cessation of his
employment
hereunder,
employees of the
Company other than employees related to the Unified Messaging
Business; and
(v) At any time during
the term of this
Agreement and for
a
period of six (6) months after the termination of this Agreement, employ or
cause or authorize
directly or indirectly
to be employed, for or
on behalf of
the Consultant or
third parties,
any such employees of
the Company other than
employees related to the Unified Messaging Business.
(b) The Consultant
agrees that, upon
termination of this Agreement
by the Company for any reason, the Consultant shall forthwith
deliver up to the
Company any and all records, drawings, notebooks, keys and other
documents and
material, and copies thereof in his possession or under his control
which is the
property of the
Company other than in
connection
with the Unified
Messaging
Business.
(c) The Consultant
agrees that any breach
or threatened breach
by
the Consultant of any provision of this Section 6 shall entitle the
Co
