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EXHIBIT 10.10
CONSULTING AGREEMENT WITH THE WORKSOURCE, INC. F/K/A MECCA CAPITAL
VENTURES, INC. DATED JULY 1, 1999 AS AMENDED NOVEMBER 30, 1999
Consultant Agreement
Consultant Agreement, made as of July 1, 1999 between Mecca Capital Ventures,
Inc. (the "Consultant"), and Complete Wellness Centers, Inc. (the
"Corporation").
Whereas, the Consultant is willing to provide its services to the Corporation
for the period under the terms and conditions hereinafter provided and the
Corporation wishes to assure itself of the services of the Consultant for the
period provided in this Agreement.
Now, Therefore, Witnesseth, that for and in consideration of the premises and of
the mutual promises and covenants herein contained, the parties hereto agree as
follows:
1. Engagement
The Corporation agrees to and does hereby engage the Consultant, and the
Consultant agrees to and does hereby accept engagement by the Corporation
in connection with the operation of the business and affairs of the
Corporation, for the period commencing on the date hereof and ending on
June 30, 2000. The period during which Consultant shall serve in such
capacity shall be deemed the "Engagement Period" and shall hereinafter be
referred to as such. Either party shall be able to terminate engagement
with 30 days written notice.
2. Services
2.1 The Consultant shall render to the Corporation the services described
below, with respect to which the Consultant shall apply its best
efforts and devote such time of its employees as shall be reasonably
necessary to perform the duties hereunder and advance the interests of
the Corporation. The Consultant shall report to the chief executive
officer of the Corporation and to such persons, as the chief executive
officer shall direct.
2.2 The services to be rendered by the Consultant to the Corporation shall
under no circumstances include the following:
a. Any activities which could be deemed by the Securities and
Exchange Commission to constitute investment banking or any other
activities requiring the Consultant to register as a
broker-dealer under the Securities Exchange Act of 1934.
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b. Any activities which could be deemed to be in connection with
the offer or sale of securities in a capital-raising
transaction.
2.3 The services to be rendered by the Consultant to the Corporation
shall consist of the following:
2.3.1 Financial Planning, Mergers and Acquisitions
a. Develop an in-depth familiarization with the Corporation's
financial issues and objectives and advise the Corporation
on the options available for achieving its goals.
b. Evaluate prospective, suitable merger or acquisition
partners for the Corporation, perform appropriate due
diligence investigations with respect thereto, advise the
Corporation with respect to the desirability of pursuing
such prospects, and assist the Corporation in any
negotiations which may ensue therefrom.
c. Advise the Corporation on its computerized accounting systems
needs and implement changes as approved by Corporation.
2.3.2 Financial Accounting and Reporting
a. Review and comment upon the Corporation's annual and quarterly
reports and other financial publications.
b. Assist with investor relations as needed.
c. Assist with the annual shareholder's meeting and related
dissemination of information through the proxy process.
d. Assist with internal and external financial reporting needs.
2.3.3 Legal Administration
a. Review, comment on and advise the Corporation as to responses to
communications from shareholders and clients/affiliates.
b. Assist the Corporation in improving its legal structure by
monitoring compliance with contractual obligations and legal
requirements.
3. Compensation
For the services and duties to be rendered and performed by the Consultant
during the Engagement Period and in consideration of the Consultant's
having entered into this agreement, the Corporation agrees to pay to
Consultant cash of $7,500 on a bi-weekly basis, throughout the term of this
agreement.
4. Secrets
Consultant agrees that any trade secrets or any other like information of
value relating to the business of the Corporation or any of its affiliates,
or of any corporation or other legal entity in which the Corporation or any
of its affiliates has an ownership interest of more than twenty-five
percent (25%), including but not limited to, information relating to
inventions, disclosures, processes, systems, methods, formulae, patents,
patent applications, machinery, materials, research activities and plans,
costs of production, contract forms, prices, volume of sales, promotional
methods, list of names or classes of
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customers, which he has heretofore acquired during his engagement by the
Corporation or any of its affiliates or which he may hereafter acquire
during the Engagement Period as the result of any disclosures to him, or in
any other way, shall be regarded as held by the Consultant in a fiduciary
capacity solely for the benefit of the Corporation, its successors or
assigns, and shall not at any time, either during the term of the Agreement
or thereafter, be disclosed, divulged, furnished, or made accessible by the
Consultant to anyone, or be otherwise used by him except in the regular
course of business of the Corporation or its affiliates.
5. Assignment
This Agreement may be assigned by the Corporation as part of the sale of
substantially all of its business, provided, however, that the purchaser
shall expressly assume all obligations of the Corporation under this
Agreement. Further, this Agreement may be assigned by the Corporation to an
affiliate, provided that any such affiliate shall expressly assume all
obligations of the Corporation under this Agreement, and provided further
that the Corporation shall then fully guarantee the performance of the
Agreement by such affiliate. Consultant agrees that if this Agreement is so
assigned, all the terms and conditions of this Agreement shall be between
assignee and himself with the same force and effect as if said Agreement
had been made with such assignee in the first instance. This Agreement
shall not be assigned by the Consultant without the express written consent
of the Corporation.
6. Indemnification by Corporation. Each of the entities comprising the
Corporation hereby jointly and severally indemnify the Consultant, its
shareholders, officers, directors and employees (collectively, the
"Indemnitees") against and agree to hold each of them ham1less from any and
all damage, loss, liability, expense (including, without limitation,
reasonable out-of-pocket expense of investigation and attorneys' fees and
expenses in connection with any action, suit or proceeding brought against
or involving any Indemnitee) and cost incurred or suffered by any
Indemnitee arising out of any misrepresentation or breach of warranty,
covenant or agreement made or to be performed by Corporation pursuant to
this Agreement.
7. Survival of Certain Agreements
The covenants and agreements set forth in Articles 4, 5 and 6 shall survive
the expiration of the Engagement Period and shall all survive termination
of this Agreement and remain in full force and effect regardless of the
cause of such termination.
8. Notices
8.1 All notices or permission to be given hereunder shall be delivered by
hand, telecopier, or recognized courier service to the party to whom
such notice is required or permitted to be given hereunder. Any
delivered to the address designated for such delivery by such party,
notwithstanding the refusal of such party or other person to accept
such delivery.
8.2 Any notice to the Corporation or to any assignee of the Corporation
shall be addressed as follows:
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Complete Wellness Centers, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Winter Park, Florida32792
8.3 Any notice to Consultant shall be addressed as follows:
▇▇. ▇▇▇▇▇▇▇ ▇. Irish
Mecca Capital Ventures, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
8.4 Either party may change the address to which notice is to be
addressed, by notice, as provided herein.
9. Applicable Law
This Agreement shall be interpreted and enforced in accordance with the
laws of Orange County, Florida.
10. Interpretation
Whenever possible, each Article of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
Article is unenforceable or invalid under such law, such Article shall be
ineffective only to the extent of such unenforceability or invalidity and
the remainder of such Article and the balance of this Agreement shall in
such event continue to be binding and in full force and effect.
In Witness Whereof, the parties hereto have executed the above Agreement as of
the day and year first written above.
COMPLETE WELLNESS CENTERS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Chairman and Chief Executive Officer
MECCA CAPITAL VENTURES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. Irish
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▇▇▇▇▇▇▇ ▇. Irish, President
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AMENDMENT DATED NOVEMBER 30, 1999 BY ADDENDUM TO CONSULTANT
AGREEMENT DATED JULY 1, 1999
BY AND BETWEEN COMPLETE WELLNESS CENTERS, INC. (THE "CORPORATION")
AND THE WORKSOURCE, INC. , F/K/A MECCA CAPITAL VENTURES, INC.
(THE "CONSULTANT")
In consideration of the additional workload encountered to fulfill it
obligations under the Consultant Agreement dated July 1, 1999 and in
consideration of the additional efforts required to raise capital and/or debt
funding for the Corporation, the Corporation agrees to pay $50,000 from the
proceeds of any singular capital or debt funding that exceeds $750,000, not to
exceed $50,000 during the engagement term of the Agreement.
The Corporation also acknowledges the change of corporate name from Mecca
Capital Ventures, Inc. to The WorkSource, Inc. as of the undersigned date.
The Corporation also acknowledges the change of address for notice to the
following:
▇▇. ▇▇▇▇▇▇▇ ▇. Irish
The WorkSource, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
COMPLETE WELLNESS CENTERS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Chairman and Chief Executive Officer
Date: July 1, 1999
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THE WORKSOURCE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. Irish
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▇▇▇▇▇▇▇ ▇. Irish, President
Date: July 1, 1999
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