EXHIBIT 10.10
WIEN GROUP, INC. LETTERHEAD
CONSULTING AGREEMENT
CONSULTING AGREEMENT (the "Agreement") dated as of October 7, 2002 between Wien
Group, Inc., a New Jersey with offices at 000 Xxxxxxxxxx Xxxx., Xxxxx #0000,
Xxxxxx Xxxx, XX 00000 (the "Consultant") and IWT Tesoro Corp. ("Tesoro" or
"Company") with offices at 0 Xxxxx Xxx Xxxx, Xxxxxx, XX 00000.
WITNESSETH
WHEREAS, Tesoro desires to receive services from the Consultant in connection
with:
(a) locating a market maker(s) prepared to file a form 15c-211 on behalf
of the Company.
(b) assisting in completing all necessary paperwork required to facilitate
stated transaction(s);
(collectively, the "Objectives").
WHEREAS, the Consultant has established their expertise in, among other things,
financial matters, merchant and investment banking services, and financial
consulting services in general.
NOW, THEREFORE, in consideration of the mutual covenants and agreements, and
upon the terms and agreements, and upon the terms and subject to the conditions
hereinafter set forth, the parties do hereby covenant and agree as follows:
SECTION 1. RETENTION OF CONSULTANT. Tesoro engages the Consultant, and the
Consultant accepts such engagement, subject to the terms and conditions of this
Agreement.
SECTION 2. SERVICES. At such times as are mutually convenient to the
Consultant and Tesoro during the Term (as defined below), the Consultant shall
provide consulting services to Tesoro in connection with each of the Objectives.
SECTION 3. COMPENSATION. For services rendered by the Consultant pursuant
to this Agreement, Tesoro shall pay Consultant the following:
A retainer fee equal to $1,000 (one thousand dollars) to cover initial
expenses, payable upon the execution of this Agreement, plus 10,000 (ten
thousand) IWT Tesoro Corp. restricted shares subject to rule 144 of the
Company, payable upon the execution of this agreement. This consulting fee
shall be the entire cost and expense to completing the transaction(s),
except for expenses as stipulated in Section 4.
EXHIBIT 10.10
SECTION 4. EXPENSES. If in the event Consultant incurs any additional
expenses to facilitate the transaction, Consultant shall obtain the prior
written consent of Tesoro for any single item of expense item. Tesoro's consent
hereunder shall not be unreasonably withheld or delayed.
SECTION 5. FULL COOPERATION. In connection with the activities of the
Consultant on behalf of Tesoro, Tesoro will cooperate with the Consultant and
will furnish the Consultant and the Consultant's representatives with all
information and data concerning Tesoro as may be required in connection with the
Consultant's services hereunder. Tesoro will also provide Consultant and the
Consultant's representatives with access to Tesoro's officers, directors,
employees, agents, representatives, independent accountants and legal counsel.
SECTION 6. REPRESENTATIONS. Tesoro warrants and represents to the
Consultant that this Agreement does not conflict with any other agreement
binding Tesoro. Tesoro warrants and represents to the Consultant, that Tesoro is
fully authorized to offer and pay the Consultant's compensation referred to in
Section 3 above.
SECTION 7. INDEMNIFICATION. Tesoro agrees to indemnify and hold harmless
the Consultant, and any company controlling the Consultant or controlled by the
Consultant, and their respective officers, agents and employees to the full
extent lawful, from the against any losses, claims, damages or liabilities
(including reasonable counsel fees) related to or arising out of this agreement.
SECTION 8. WAIVER OF BREACH. The failure by Tesoro to exercise any rights
or powers hereunder shall not be construed as a waiver thereof. The waiver by
Tesoro of a breach of any provision of this Agreement by the Consultant shall
not operate nor be construed as a waiver of any subsequent breach by the
Consultant.
SECTION 9. NOTICES. All notices, requests, demands and other communications
which are required or permitted under this Agreement shall be in writing and
shall be deemed sufficiently given upon receipt if personally delivered, faxed,
sent by recognized national overnight courier or mailed by certified mail,
return receipt requested, to the address of the parties set forth above. Such
notices shall be deemed to be given (i) when delivered personally, (ii) one day
after being sent by overnight courier carrier of (iii) three days after, being
mailed, respectively.
SECTION 10. TERM. This Agreement shall be for a term commencing on the date
hereof and ending in six (6) months with an automatic extension for an
additional six (6) months in the event that the Consultant is still in process
of completing this transaction as defined in (a) above.
SECTION 11. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of New Jersey.
SECTION 12. ENTIRE AGREEMENT. Amendments. This Agreement contains the
entire agreement and understanding between the parties and supersedes and
preempts any prior understandings or agreements, whether written or oral. The
provisions of this Agreement may be amended or waived only with the prior
written consent of Tesoro and the Consultant.
EXHIBIT 10.10
SECTION 13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon,
inure to the benefit of, and shall be enforceable by the Consultant and Tesoro
and their respective successors and assigns; provided, however, that the rights
and obligations of the Consultant under this Agreement (with the exception of
those rights in Section 3 hereof) shall not be assignable.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement:
IWT Tesoro, Corp. Wien Group, Inc.
By: /S/ XXXXX X. XXXXXXXX By: /S/ XXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxx
Title: President & CEO Title: Executive Vice-President
