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 fe
