EXHIBIT 10.31
0000 XXXXXXX XXXX PHONE: 000.000.0000
XXXXXXX, XX 00000 TOLL FREE: 800.290.8935
FAX: 000.000.0000
FINANCIAL CONSULTING AGREEMENT
This agreement is made by and between LIFESTREAM TECHNOLOGIES
INC., a Nevada based corporation having its principle office at 000 Xxxxxxxxxx
Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxx 00000 (the "COMPANY"), and Xxxxxxx X. Xxxxxxx
having his principle office at 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 (the
"CONSULTANT").
In consideration of the mutual promise contained herein and on the
terms and conditions hereinafter set fourth, the Company and Consultant agree as
follows:
1. PROVISION OF SERVICES: Investor Relations Program For Lifestream
Technologies Inc. for the next four (4) months.
(A) Consultant shall, to the extent reasonably required, develop and
coordinate a program to increase public awareness of Lifestream, including
particularly among the investment community, which program will include the
following services to be rendered by the Consultant as well as the additional
services which may be provided by third parties as provided below:
(I) Xxxxxx-Xxxxx.xxx Online Newsletter - Lifestream will be in our
newsletter profile for the next four (4) months. We will email our subscriber
base once a week for the next four (4) months. Our email subscriber base is made
up of thousands of investors, brokers and financiers interested in small and
micro-cap companies. All are targeted, affluent members of the investment
community who are seeking the information we disseminate. In addition, at any
time Lifestream releases a press release during the duration of the contract, we
will also email our subscribers with that press release.
(II) Profile on Market Pulse Navigator web site for the next four
(4) months, with updates weekly.
(III) Investment Opinion - Market Pulse may, in its sole discretion,
issue a favorable investment opinion anytime Lifestream issues a press release
that Market Pulse deems to be a significant positive event for the company.
Please courier an investor's package and any current press
releases to the production department: Attn: Xxxxxxxx Xxxxxxx, 00 Xxxxxx Xxxx
000, Xxxxxxxxxx, XX 00000.
(B) Consultant shall use its best efforts in the furnishing of advice
and recommendations, and for this purpose consultant shall, at all times,
maintain or keep and make available qualified persons or a network of qualified
outside professionals for the performance of its obligations under this
agreement. To the extent reasonably practical, consultant shall use its own
personnel rather than outside professionals.
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2. COMPENSATION
(A) The total cost for the Consultant's services is 3,000,000 restricted
shares of stock in Lifestream Technologies Inc. as payment for the
consulting agreement. These shares will be included with piggyback
registration rights and will also be included in the current SB2
registration statement. Please issue stock certificate to Xxxxxxx X.
Xxxxxxx, SS#: ###-##-####. Please courier stock certificate to Xxxxxxx
X. Xxxxxxx, 0000 Xxxxxxx Xxxx, Xxxxxxx, XX 00000.
(B) Client understands and agrees that the compensation paid to consultant
is earned by consultant upon receipt. The compensation paid to
consultant under this agreement is solely an inducement for consultant
to accept this engagement on Clients' behalf. Client further
understands and agrees that the compensation paid to consultant is not
returnable or refundable under any circumstances, including any claim
made by client that the services contracted for were not performed or
were not of value sufficient to warrant the compensation paid to
consultant.
3. LIABILITY; INDEMNIFICATION
(A) The Client shall indemnify, hold harmless and defend Consultant and
its officers, directors, employees and agents from, against and in respect of
any loss, damage, liability, judgment, cost or expense whatsoever, including
counsel fees, suffered or incurred by it or him by reason of, or on account of,
its status or activities as a consultant to Client hereunder, except for any
loss , damage, liability, judgment, cost or expense resulting from willful
malfeasance, bad faith or gross negligence in the performance of Consultant's
duties hereunder.
(B) Consultant shall indemnify, save harmless and defend the Client
from, against and in respect of any loss, damage, liability, judgment, cost or
expense whatsoever, including counsel fees, suffered or incurred by it or him by
reason of, or on account of, willful malfeasance, bad faith or gross negligence
in the performance of Consultant's duties hereunder.
4. STATUS OF CONSULTANT
Consultant shall at all times be an independent contractor of the
Client and, except as expressly provided or authorized by this Agreement, shall
have no authority to act for or represent the Client. The Client acknowledges
that the Consultant may, from time to time, subcontract the performance of
certain of its services hereunder to third parties, in which event the
Consultant shall be responsible for the timely and professional performance of
such services as if the Consultant had provided same.
5. OTHER ACTIVITIES OF CONSULTANT
The Client recognizes that Consultant now renders and may continue to
render management and other services to other clients, which may or may not have
policies and conduct activities similar to those of the Client. Consultant shall
be free to render such advice and other services and the Client hereby consents
thereto. Consultant shall not be required to devote its full time and attention
to the performance of its duties under this Agreement, but shall devote only so
much of its time and attention as it deems reasonable or necessary for such
purposes.
6. TERMS
Consulting agreement will become effective upon receipt of signed
contract and payment. If there is a delay in the client's registration statement
becoming effective, MP at its discretion may suspend services until clients
registration statement is declared effective. MP then will resume its services
whenever the SB2 registration statement becomes effective and its shares are
registered and free trading.
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7. IN GENERAL
This agreement sets forth the entire agreement and understanding
between the parties with respect to its subject matter and supersedes all prior
discussions, agreements and understandings of any nature between them with
respect thereto. This agreement shall be governed by and construed in accordance
with the laws of the State of Georgia applicable to agreements made to be
performed entirely within such State.
IN WITNESS WHEREOF, The parties have caused this agreement to be signed by their
respective officers or representatives duly authorized on the day and year first
below written:
Lifestream Technologies Inc.
/s/ Xxxxxxxxxxx Xxxx January 11, 2005
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Xxxxxxxxxxx Xxxx Date
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx January 11, 2005
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Xxxxxxx X. Xxxxxxx Date
Chief Executive Officer
