DataWorld Solutions, Inc.
Boundless Technology Campus
P.O. Box 12006
Hauppauge, NY 11788
October 29, 2003
Dear Commissioner Kerik:
I am pleased to make the following binding offer to you in
consideration for your acceptance onto the Advisory Board of DWS Defense
Systems, Inc. (the "Company") a wholly owned subsidiary of DataWorld Solutions,
Inc. (the "Parent"). You will devote such time and attention to your duties, as
an independent contractor, as you deem appropriate in your sole discretion and
by signing this letter agreement, both of us and Parent agree to fulfill the
terms and conditions described in this letter agreement.
Cash Component
You will earn a commission of 2% on gross receipts from all contracts
or other sales of the Company or any affiliate of the Company originated by you
or your organization and sales involving customers (including any related
parties) introduced by you or your organization to the Company or any affiliate
of the Company. Such commission will be paid on the last day of the month
following the month in which payment is received by the Company or any such
affiliate. A commission statement will be provided with each payment. You and
your representatives will also have the right during regular business hours to
inspect the books and records of the Company or any such affiliate in order to
verify the information provided to you, as well as customary formal audit
rights.
Loan
On March 31, 2004, upon your written request, Parent will lend you
$150,000 without interest (though subject to the imputed interest income rules
of the Internal Revenue Code) which will be repaid (i) out of fifty percent of
the profits realized by you out of the sale of shares acquired by you pursuant
to either the stock grant or options provided for under this letter agreement,
as such profits are realized or, if later, (ii) by October 29, 2013.
Stock and Stock Option Grant
You are today being awarded 400,000 shares of the Parent's common stock
("Common Stock"). Such Common Stock when issued will be duly authorized, validly
issued, fully paid and non-assessable, free and clear of any and all liens or
encumbrances. A stock certificate for such shares, registered in your name, will
be delivered to you following your signing of this agreement.
You are also being awarded 1,200,000 options (the "Options"), which
will be exercisable immediately, in whole or in part, and expire 10 years from
the date hereof, to purchase Common Stock ...
(snip)
I look forward to a long and prosperous business relationship and am
truly delighted that someone of your stature is joining our organization.
Cordially,
DWS DEFENSE SYSTEMS, INC.
By:
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Daniel McPhee
DATA WORLD SOLUTIONS, INC.
By:
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Daniel McPhee
I hereby agree to serve on the Advisory Board of DWS Defense
Systems, Inc. effective as of today in consideration of the
terms and conditions described in this letter.
Dated: October 29, 2003
Bernard Kerik
KERIK QUIT L.I. FIRM IN A HURRY
CHRISTOPHER BYRON. New York Post. New York, N.Y.: Dec 15, 2004.
(snip)
In late October, Kerik abruptly submitted a resignation letter as an adviser to the firm, Hauppauge-based Defense Technology Systems Inc., failing thereafter to return phone calls asking for an explanation, said the company’s chief operating and finance officer, Philip Rauch.
Three weeks later, Kerik returned certificates for 400,000 shares of stock and the surrender of a slew of options he’d been granted by the firm, Rauch said.
Rauch said no one at Defense Technology has any idea why Kerik cut ties to the company, except perhaps in the hope of distancing himself from its association with a Queens-based security-door company, Georal Inc., if questions about that company should have come up at his confirmation hearings.
In late October, Georal’s owner, Alan Risi pleaded guilty to submitting inflated and excessive invoices to the city under various contracts, and is scheduled for sentencing this Friday.
In June 2001, when Kerik was running the New York Police Department, Risi’s company sold the department four automatic high- security door systems for 1 Police Plaza, at a price that published reports say was roughly $200,000. Georal’s general counsel, Theodore Pryor, said that figure is “somewhat low.”
When the doors arrived, they were never installed, and wound up being shipped to Rikers Island for use there.
(snip)
Phone calls to Kerik at his office at Giuliani Partners, seeking comment on the matter, were not returned.
Rauch said ... he knows “from principals at Georal,” that Kerik’s deal with Defense Technology Systems was “very similar” to an arrangement he had with Georal owner Risi. ...
But press accounts have referred to an individual named Lawrence Ray, identified as a “close friend” and best man at one of Kerik’s weddings, claiming that Ray had given Kerik $7,000 in cash and other gifts while Kerik was NYPD boss.
SEC filings show that an individual of the same name recently held more than 200 million shares of stock and options in a penny- stock company called FINX Group Inc., which lists Risi and Georal as sole supplier of its main products.