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Exhibit 4.2
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made and
effective
this 20th day of August 2004, by and between Benjamin
Mauerberger ("Consultant")
and Global Wireless Satellite Networks (USA), Inc., a Delaware
corporation
("Company")
WHEREAS, Company desires to engage Consultant to perform certain
services
for the Company, pursuant to the terms and conditions stated in
this Agreement,
and
WHEREAS, Consultant desires to perform certain services for
Company,
pursuant to the terms and conditions stated herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises
and covenants herein contained, the parties agree as
follows:
1. Services to be Performed. Company desires that Consultant
perform, and
Consultant agrees to perform the following services for the
Company in the
indicated capacities:
o Actively attempt to locate a suitable merger candidate as well
as
analyze and perform proper due diligence functions through
consummation of such transaction. In the event that Company
identifies such a candidate, Consultant shall assist Company in
the
foregoing functions, at no additional expense to the Company,
in
order to consummate such merger. Consultant shall spend no less
than
10 hours per month performing the duties enumerated herein.
2. Consultant's Performance. All work done by Consultant shall
be of the highest
professional standard and shall be performed to Company's
reasonable
satisfaction.
3. Status. Consultant's status under this Agreement shall be
that of an
independent consultant, and not that of an agent or employee.
Consultant
warrants and represents that he has complied with all federal,
state and local
laws regarding business permits and licenses that may be
required for him to
perform the work as set forth in this Agreement.
4. Terms of Compensation. In the event Consultant successfully
performs all
services found in Section 1 of this Agreement, Company shall
compensate
Consultant by issuing him One Million Seven Hundred Fifty
Thousand Shares
(1,750,000) shares of common stock ("Shares"). Within 30 days
after the
completion of such a merger, the Company shall file a
registration statement on
Form S-8 and the Consultant shall have the right to register the
Shares pursuant
to that registration statement or if such form of registration
statement is no
longer available to Consultant as a result of the adoption of
new laws with
respect to such form.
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5. Reimbursement of Expenses. Company shall reimburse Consultant
for reasonable
monthly expenses provided the expenses are documented in writing
by Consultant
to the satisfaction of the Company.
6. Termination. This Agreement may be terminated at anytime by
Consultant during
the term hereof with 90 days written notice. Further, this
Agreement may be
terminated by the Company for Cause (as that term is defined
below) with 90 days
written notice. In the event Company dismisses Consultant for
Cause then
Company's obligations to Consultant shall be limited to the
compensation earned
up to the date of Consultant's termination for Cause.
(a) Definition of Cause. "Cause" shall mean:
(i) any action by Consultant which constitutes dishonesty
relating
to Company, a willful violation of law (other than traffic
offenses
and similar minor offenses) or a fraud against Company;
(ii) Consultant is charged by indictment for, is convicted of
or
pleads guilty to a fel
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