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Exhibit 10.29
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") effective as of
September
11, 2007, by and between BRIGHTEC, INC., a Nevada corporation
(the "Company"),
and JEFFREY STERN, Trustee of Jeffrey Stern Revocable Trust,
located at 44 Eliot
Hill Road, Natick, Massachusetts 01760 -USA (the "Consultant").
For the purposes
of this Agreement, either of the above shall be referred to as a
"Party" and
collectively as the "Parties".
RECITAL:
WHEREAS, the Company desires to retain the Consultant for the
term
specified herein in order to advance the business and interests
of the Company
on the terms and conditions set forth herein and the Consultant
desires to be
retained by the Company to provide the services set forth
herein.
AGREEMENT:
Now, therefore, in consideration of the mutual
representations,
warranties, covenants and agreements contained in this
Agreement, the Parties
hereto agree as follows:
1. APPOINTMENT. The Company agrees to retain the Consultant
to
provide the services as set forth in Section 2 hereto and the
Consultant agrees
to accept such engagement and to provide the Services to the
Company, upon the
terms and subject to the conditions set forth in this
Agreement.
2. SERVICES.
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(a) Nature of Services. During the term of this Agreement,
the
Consultant shall provide advice to, undertake for, and consult
with the Company
on certain matters pertaining to the Company's business as shall
be specified
from time to time by the Company's President and/or such other
officer(s) as the
Company's Board of Directors shall designate to have principal
responsibility
for the operation of the business. Such matters shall include
advice with
respect to the Company's operations, executive employment
issues, employee
staffing, strategy, capital structure and other matters
pertaining to the
business as shall be specified from time to time by the
Company's President
and/or such other officer (collectively, the "Services").
(b) Scope of Services. The Consultant acknowledges and
understands
that solely an authorized officer of the Company shall have the
authority to
execute documents on behalf of the Company. The Consultant may
make
recommendations to the Company's officers in connection with
such documents, but
shall have no authority or discretion to execute any documents
on behalf of the
Company. The Consultant will submit any documents to the
Company's President or
Chief Executive Officer for execution by an authorized officer
of the Company.
3. COMPENSATION. For the Services rendered and performed by
the
Consultant during the term of this Agreement, the Company shall
pay to the
Consultant on the date of this Agreement two million (2,000,000)
restricted
shares of the Company's common stock, par value $0.001 per share
(the "Shares").
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4. TERM; TERMINATION; EFFECT OF TERMINATION.
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(a) Term. The Company shall retain the Consultant for a period
of
two (2) years from the date hereof unless terminated sooner
pursuant to the
provisions of this Agreement (the "Consulting Period").
(b) Termination. The Consultant's consulting hereunder shall
terminate upon the occurrence of any of the following (each, a
"Termination"):
(i) upon the death of the Consultant; however, that for purposes
of this
Agreement, the effective date of such Termination based upon the
death of the
Consultant shall be deemed to have occurred on the last day of
the month in
which the death of the Consultant shall have occurred; (ii) the
Consultant is
unable to perform the essential functions of his position, with
or without
reasonable accommodation, for a period in excess of twelve (12)
weeks during the
previous twelve (12) months, due to a physical or mental
illness, disability or
condition, and the Company provides written notice of
Termination in accordance
with Section 12 herein) to the Consultant at the end of any
calendar month
stating such fact; (c) the Company may terminate the Consultant
with or without
cause by providing written notice of such Termination to the
Consultant, the
effective date of which shall be specified in the notice and may
be immediate;
or (d) by mutual agreement between the Parties.
(c) Effect of Termination. The Parties hereby agree and
acknowledge that the Consultant shall be entitled to receive and
retain all
rights to and interests in the Shares (subject to Section 5
herein below) so
long as he provides the Services to the Company for the full two
(2) years of
the Consulting Period. In the event of early Termination for any
reason as
contemplated by Section 4(b) above, the Consultant (or his
estate, upon the
occurrence of an event contemplated by Sections 4(b)(i)-(ii)
above) shall,
within five (5) days of the effectiveness of such Termination,
relinquish all
rights to and interests in, and surrender all certificates to
the Company
representing the pro rata number of the Shares calculated based
on the number of
days remaining in the full two (2) year Consulting Period. For
example purposes
only, if the effectiveness of early Termination occurs on the
eighteen (18)
month anniversary of this Agreement, the Consultant shall be
required to
relinquish five hundred thousand (500,000) Shares to the
Company.
5. LOCKUP PROVISION; RESTRICTED SHARES.
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(a) The Consultant hereby agrees that he will not, directly
or
indirectly, without the prior written consent of the Company,
issue, offer,
agree or offer to sell, sell, grant an option for the purchase
or sale of,
transfer, pledge, assign, hypothecate, distribute or otherwise
encumber or
dispose of the Shares during the Consulting Period; provided,
however, that this
provision shall not apply to that pro rata number of Shares
calculated based on
the number of days elapsed on the date of such disposition from
the date of this
Agreement. For example purposes only, if the Consultant desires
to sell Shares
on the six (6) month anniversary of this Agreement, the
Consultant shall only be
able to sell five hundred thousand (500,000) Shares.
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(b) The Consultant acknowledges and understands that none of
the
Shares have been registered under the Securities Act of 1933, as
amended (the
"Securities Act") or the securities laws of any State in
reliance upon
exemptions therefrom for private offerings. The Consultant
understands that the
Shares must be held indefinitely unless the sale thereof is
subsequently
registered under the Securities Act and applicable State
securities laws or
exemptions from such registration are available. The Consultant
further
understands that the Company has no obligation to repurchase
Shares. The Shares
will bear a legend stating that
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