EX-10.2 8 pceexh10_2.txt P--CE COMPUTERS SB-2, CONSULTING AGREEMENT EXHIBIT 10.2 ------------ P--CE COMPUTERS, INC. --------------------- 2300 - 1066 W. Hastings St. Vancouver, British Columbia Canada, V6E 3X2 Phone: (604) 687-4723 Fax: (604) 687-4723 November 1, 2003 VIA FAX 82-780-8233 Benjamin Moglin --------------- C/o Personal PCE Asia Ltd. Buguk Securities Building, 10th Floor Youngdongpo-gu, Youido-dong Seoul, Korea 43-2 Attention: Mr. Benjamin Dear Sirs: Re: Consulting Agreement with P--CE Computers, Inc. (the "Company") ---------------------------------------------------------------------- This correspondence will specify the consulting arrangement (the "Consulting Agreement") between the Company and Benjamin Moglin. The terms and conditions of the Consulting Agreement are as follows: 1. Services. During the Term (as hereinafter defined) of this Consulting -------- Agreement, Benjamin Moglin (the "Consultant") shall provide to the Company consulting services designed to assist the Company in the area of computer technology, ergonomics and biomechanics to help develop the business of the Company. 2. Term. The term of this Consulting Agreement (the "Term) is for a period ---- of three months commencing on November 1, 2003 (the "Effective Date"), with such term to be extended on a month to month basis at the sole discretion of the Board of Directors of the Company. 3. Payment for Services. It is hereby agreed that the Consultant shall ---------------------- provide the consulting services for a monthly fee of US$2,500 (the "Fee") with such Fee being due and payable by the Company to the Consultant on the first business day of the month in advance. In addition, it is agreed November 1, 2003 Page 2 -------------------------------------------------------------------------------- that the Consultant shall be reimbursed for all expenses incurred by the Consultant for the benefit of the Company (collectively, the "Expenses") and which Expenses shall be payable by the Company within 30 days of delivery by the Consultant of written substantiation on account of each such reimbursable Expense. 4. Confidentiality by the Consultant. The Consultant will not, except as ----------------------------------- authorized or required by the Consultant's duties hereunder, reveal or divulge to any person or companies any information concerning the organization, business, finances, transactions or other affairs of the Company, or of any of its subsidiaries, which may come to the Consultant's knowledge during the Term and during the continuance of this Consulting Agreement, and the Consultant will keep in complete secrecy all confidential information entrusted to the Consultant and will not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Company's respective businesses. This restriction will continue to apply after the termination of this Consulting Agreement without limit in point of time but will cease to apply to information or knowledge which may come into the public domain. 5. Indemnification. The Company agrees to indemnify and hold Consultant (the --------------- "Indemnified Person") harmless from and against losses, claims, damages, liabilities, costs, or expenses including reasonable attorney's and accountant's fees joint and several arising out of the performance of this Consulting Agreement, whether or not Consultant is a party to such dispute. The Company agrees that it shall also reimburse the Indemnified Person for any attorney's and costs incurred in enforcing this Indemnification against the Company. 6. No Indemnification. This indemnity shall not apply, however, where a ------------------- court of competent jurisdiction has made a final determination that the Consultant engaged in gross recklessness and willful misconduct in the performance of its services hereunder which gave rise to loss, claim, damage, liability, cost or exposure sought to be recovered hereunder. (But pending any such final determination, the indemnification and reimbursement provision of this Consulting Agreement shall apply and the Company shall perform its obligations hereunder to reimburse Consultant for its attorney's fees and expenses). 7. Entire Agreement. This Consulting Agreement sets forth the entire ----------------- understanding of the parties relating to the subject matter hereof, and supersedes and cancels any prior communications, understandings, and agreements between the parties. This Consulting Agreement cannot be modified or changed, nor can any of its provision be waived, except by written agreement signed by all parties. November 1, 2003 Page 3 -------------------------------------------------------------------------------- If the Consultant is in accord with the forgoing, please execute a copy of this letter and the same will be binding on the parties. Yours truly, P--CE COMPUTERS, INC. --------------------- Per: /s/ Allan Quattrin --------------------------- ALLAN QUATTRIN, Director The forgoing is hereby agreed to this 1st day of November, 2003 and Benjamin Moglin declares himself bound to the terms. /s/ Benjamin Moglin --------------------------- Benjamin Moglin, Consultant