Exhibit 10.3


 


ADVISORY SERVICES AGREEMENT


 


between


 


ICO Global Communications (Holdings) Limited


 


and


 


EAGLE RIVER, INC


 


Dated as of November 11, 2005


 

















 


ADVISORY SERVICES AGREEMENT


 


This Advisory Services Agreement (this “Agreement”)
is entered into as of November 11, 2005, between ICO Global Communications
(Holdings) Limited, a Delaware corporation (the “Company”), and Eagle River,
Inc., a Washington corporation (“ERI”).


 


WHEREAS, ERI is willing to
provide advisory services to the Company on the terms and subject to the
conditions contained in this Agreement;


 


NOW, THEREFORE, for and in
consideration of the premises, the covenants and agreements set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by the execution and delivery hereof, the parties agree as
follows:


 


ARTICLE 1


ENGAGEMENT


 


The Company hereby engages
ERI to provide advisory services to the Company. ERI shall have no obligations
other than as expressly stated in this Agreement.


 


ARTICLE 2


SERVICE STANDARDS


 


ERI shall provide its
services hereunder in compliance with this Agreement and all applicable law. In
performing its obligations hereunder, ERI shall act in a manner that it
reasonably believes to be in or not opposed to the best interests of the
Company consistent with the agreements and standards set forth herein.


 


ARTICLE 3


SERVICES TO BE PROVIDED


 


Section 3.1.          Duties.


 


Subject to the terms and
conditions of this Agreement, the Company hereby engages ERI and ERI hereby
accepts the engagement, to provide advisory and consulting services to the
Company and its Board of Directors, at the request and direction, from time to
time, of the Company’s Board of Directors, or of any duly appointed and acting
senior executive officer, including without limitation, advice as to the
development, ownership and operation of satellite telecommunications services,
advice concerning long-range planning and strategy for the development and
growth of the Company, advice and support in connection with its dealings with
federal, state and local regulatory authorities, advice regarding employment,
retention and compensation of employees, and assistance in short-term and
long-term financial planning.


 


Section 3.2.          Non-Company
Responsibilities.


 


ERI and its representatives
are at all times specifically permitted to engage in any other business
ventures and activities including management of other businesses and


 

















 


companies and including such
activities as may be deemed to be in competition with the Company and shall
have no obligation to account to the Company for any such business ventures or
activities.


 


Section
3.3.            Restrictions on
Authority.


 


ERI
shall not have any authority to enter contracts on behalf of the Company or to
otherwise bind the Company.


 


ARTICLE 4


COMPENSATION


 


Section
4.1.            Reimbursement.


 


The
Company shall reimburse ERI for all out-of-pocket expenses (“Out-of-Pocket
Expenses”) reasonably incurred by ERI for goods and services provided by third
parties to, for or on behalf of the Company (including those out-of-pocket
expenses incurred by ERI in traveling to and from and visiting the business of
the Company in connection with providing services under this Agreement). ERI
shall provide the Company with a statement setting forth in reasonable detail
(and with copies of invoices or other supporting documentation) the
Out-of-Pocket Expenses claimed, and the Company shall pay to ERI such amount
within thirty (30) days of receipt of the statement. Notwithstanding anything
to the contrary contained in this Agreement, in no event will ERI be
responsible for the payment from its own funds of any expenses, obligations or
liabilities of the Company, unless such expenses, obligations or liabilities
arose directly from the willful misconduct or gross negligence of ERI.


 


Section 4.2.          Advisory
Fee.


 


ERI,
in consideration of the terms of this Agreement, shall be paid, commencing on
the date hereof, an advisory fee per annum of $500,000 (the “Advisory Fee”),
payable in equal quarterly installments of $125,000 due on the first (1st)
day of March, June, September, and December, provided that the first such
payment shall be due on the date hereof and shall be prorated to reflect the
Advisory Fee attributable to the period beginning on the date hereof and ending
on the last day of the month. The annual fee can be paid in cash or stock as
determined by the Board of Directors of Company. The amount of the Advisory Fee
shall be subject to re-negotiation from time to time upon the agreement of the
parties.


 


Term and Termination


 


Section 4.3.          Term.


 


This
Agreement shall commence on the date hereof and, unless earlier terminated in
accordance herewith, will terminate on the third (3rd) anniversary
of the date hereof (the “Term”). This Agreement will be renewed automatically
for additional one (1) year terms unless either party cancels this Agreement by
written notice to the other party given at least sixty (60) days prior to the
end of the then current term.


 


2

















 


Section 4.4.           Termination.


 


(a)           By
the Company. The Company shall have the right to terminate this Agreement
for any reason, upon not less than ninety (90) days prior written notice to ERI.


 


(b)           By
ERI. ERI may terminate this Agreement:


 


(i)            if the Company has failed to make any payment pursuant to
Article 4 within thirty (30) days following ERI’s written notice to the Company
of such failure;


 


(ii)           in the event of a material breach of this Agreement by the
Company (other than a payment default) which has not been cured within thirty
(30) days following notice thereof from ERI;


 


(iii)         upon the bankruptcy of the Company; or


 


(iv)         at any time upon 120 days prior written notice to the
Company.


 


Section 4.5.           Benefits
Payable Upon Termination.


 


Following the termination of
this Agreement for any reason, ERI shall be paid all outstanding reimbursable
expenses due to ERI as of the date of termination and any Advisory Fee earned,
but unpaid, for services rendered to the Company on or prior to the date of
such termination, but, except for the issuance of the Warrants in payment of
the Incentive Compensation, ERI shall not otherwise be entitled to compensation
in respect of its services under this Agreement. If this Agreement terminates
other than on the last day of the month, ERI shall promptly reimburse the
Company for the amount of the Advisory Fee paid with respect to such month and
attributable to the period beginning on the date of termination and ending on
the last day of such month. Termination of this Agreement shall not modify the
Company’s obligation to issue the Warrants in payment of the Incentive
Compensation.


 


Section 4.6.          Remedies.


 


The remedies set forth
herein are not intended to be exclusive, and all remedies shall be cumulative
and may be exercised concurrently with any other remedy available to ERI or the
Company at law or in equity.


 


Section 4.7.          Continuing
Obligations.


 


After receipt of written
notice of termination from the Company, but prior to the effective date of such
termination, ERI shall continue to perform under this Agreement unless
specifically instructed to discontinue such performance. In the event of
termination, ERI and the Company shall remain liable for their respective
obligations accrued under this Agreement prior to the effective date of termination.


 


3

















 


ARTICLE 5


LIMITATIONS OF LIABILITY


 


Notwithstanding any other provision of this Agreement, ERI shall not be
liable for any failure or delay in its performance hereunder or for any
performance which is substandard, except where such failure, delay or
substandard performance is the result of willful misconduct or gross negligence
on the part of ERI. ERI shall not be responsible to the Company for any
indirect, incidental, consequential or special damages to the Company, the
business of the Company or any subscriber or customer of any business of the
Company or any other person, including any damage to or loss of revenues,
business or goodwill, suffered by any person or entity for any failure of any system
or failure of performance hereunder.


 


ARTICLE 6


INDEMNIFICATION; EXPENSES


 


Section 6.1.           Indemnification.


 


In the event ERI is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding (a “Proceeding”), whether civil, criminal, administrative,
or investigative (whether or not by or in the right of the Company), by reason
of the fact that ERI is or was ERI of the Company under the terms hereof, ERI
shall be entitled to be indemnified by the Company to the full extent then
permitted by law against expenses (including counsel fees and disbursements and
fees and disbursements for mediation, arbitration, trial and appeal),
judgments, fines (including excise taxes assessed on a person with respect to
an employee benefit plan), and amounts paid in settlement incurred by it in
connection with such Proceeding.


 


Section 6.2.          Advancement
of Expenses.


 


The Company shall from time
to time, reimburse or advance to ERI the funds necessary for payment of
expenses, including attorneys’ fees and disbursements, incurred in connection
with any Proceeding, in advance of the final disposition of such Proceeding, provided
the Company receives an undertaking by or on behalf of ERI to repay any such
amount so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right of appeal that ERI is not
entitled to be indemnified for such expenses.


 


ARTICLE 7


MISCELLANEOUS


 


Section 7.1.          Counterparts.


 


This Agreement may be
executed in several counterparts, all of which taken together shall be deemed
to constitute one and the same instrument.


 


4

















 


Section 7.2.           Construction.


 


Each of the parties hereto acknowledges that it has
reviewed this Agreement and that the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or any amendments hereto.


 


Section 7.3.           Benefit,
Assignment.


 


This Agreement shall be
binding upon and inure to the benefit of all parties hereto and their
respective successors and permitted assigns.


 


Section 7.4.           Complete
Agreement.


 


This Agreement contains the
entire agreement and understanding of the parties with respect to the subject
matter hereof, and supersedes all prior understandings, agreements, and
representations written or oral, relating to such subject matter.


 


Section 7.5.           Amendment.


 


This Agreement may not be
amended except by a writing signed by each of the parties.


 


Section 7.6.           Governing
Law.


 


THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS, AND NOT THE LAWS OF CONFLICT, OF THE STATE OF WASHINGTON, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW.


 


Section 7.7.          Severability.


 


If any provision of this
Agreement or the application thereof to any person or circumstance shall for
any reason or to any extent be invalid or unenforceable, the remainder of this
Agreement and the application of such provision to other persons or circumstances
shall not be affected thereby, but, rather, shall be enforced to the extent
permitted by law. Furthermore, in lieu of such an illegal, invalid or
unenforceable provision, there shall be added automatically as part of this
Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid or enforceable.


 


Section 7.8.          Further
Assurances.


 


The parties agree that they
will take all such further actions and execute and deliver all such further
instruments and documents as may be required in order to effectuate the
agreements set forth in this Agreement.


 


5

















 


Section 7.9.            Waiver.


 


No failure or delay on the part of the parties or
either of them in exercising any right, power or privilege hereunder, nor any
course of dealing between the parties shall operate as a waiver of any such
right, power or privilege nor shall any single or partial exercise of any such
right, power or privilege preclude the simultaneous or later exercise of any
other right, power or privilege. The rights and remedies herein expressly
provided are cumulative and are not exclusive of any rights or remedies which
the parties or either of them would otherwise have.


 


Section 7.10.         Notices.


 


All notices or other
communications hereunder shall be in writing and shall be deemed to have been
duly given or made (i) upon delivery if delivered personally (by courier
service or otherwise) or (ii) upon confirmation of dispatch if sent by facsimile
transmission (which confirmation shall be sufficient if shown by evidence
produced by the facsimile machine used for such transmission), in each case to
the applicable addresses set forth below (or such other address as the
recipient may specify in accordance with this Section):


 


to ERI at:


 


2300 Carillon Point


Kirkland, Washington 98033-7353


Attention: President


 


to the Company at:


 


11700 Plaza America Drive, Suite 1010 


Reston, Virginia 20190


Attention: J. Timothy Bryan


 


6

















 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  ICO
  Global Communications (Holdings)

  
	
   

  	
  Limited

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J. Timothy Bryan

  	
   

  
	
   

  	
   

  	
  J. Timothy Bryan, Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ERI:

  
	
   

  	
   

  
	
   

  	
  EAGLE
  RIVER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Benjamin G. Wolff

  	
   

  
	
   

  	
   

  	
   

  	
  Benjamin G. Wolff,
  President

  
								



 


[Signature Page to Advisory Services Agreement]


 


7

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 1 Engagement

  	
  1

  
	
   

  	
   

  
	
  ARTICLE 2 Service Standards

  	
  1

  
	
   

  	
   

  
	
  ARTICLE 3 Services to be Provided

  	
  1

  
	
   

  	
   

  
	
  ARTICLE 4 Compensation

  	
  2

  
	
   

  	
   

  
	
  ARTICLE 5 Term and Termination

  	
  2

  
	
   

  	
   

  
	
  ARTICLE 6 Limitations of Liability

  	
  4

  
	
   

  	
   

  
	
  ARTICLE 7 Indemnification; Expenses

  	
  4

  
	
   

  	
   

  
	
  ARTICLE 8 Miscellaneous

  	
  4

  



 


i