CONTINUING CONSULTING AGREEMENT
COUTURE & COMPANY, INC., whose address is 000 Xxxxxxxx Xxxxxx, Xxxxx X,
Xxxxxxxxxx, Xxxxxxx 00000 (hereafter "CCI") agrees to continue to provide
consulting services, and more particularly the services of Xxxxxx Xxxxxxx, to
THERMACELL TECHNOLOGIES, INC., including affiliates (hereafter "COMPANY"), whose
address is 000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, XX 00000, for the financial
management of the firm that may include advice and assistance with debt and
equity financing ("Capital Transaction").
SERVICES TO BE RENDERED.
CCI will provide financial consulting services for a two-year period commencing
on March 1, 2000. These consulting services will include the following:
(a) CCI will continue to assist the COMPANY in its business strategies and the
financial management of its business. CCI will advise the COMPANY on the
establishment of an effective financial management program. This program will
include the preparation of a financial plan that will be used as the framework
for the organization of the COMPANY'S business resources toward achieving its
growth objectives that may include the solicitation of either debt financing or
the raising of equity funds. This financial management program will involve
CCI's assistance in the administration of activities encompassing accounting,
budgeting, financial planning, reporting and analysis, internal auditing,
financing, cash management, administration of the financial aspects of employee
benefit plans, and other such related financial matters necessary to provide for
the growth and stability of the COMPANY;
(b) CCI will advise and assist the COMPANY in the evaluation, preparation,
negotiation, and consummation of all Capital Transactions.
COMPENSATION.
In consideration for these consulting services, the COMPANY shall pay CCI the
following:
(a) $10,000.00 per month, (for FIFTY (50) consulting hours per month) as a
monthly cash retainer fee, payable in advance, during the fiscal year CCI
renders consulting services to the COMPANY. Services for other personnel of CCI
shall be provided, as required, at the normal CCI billing rates.
(b) An option to purchase 350,000 shares of the common stock of the COMPANY at
an exercise price of $1.00 per share with a ten-year term.
(c) Capital Transaction Fees equal to (i) 2% of the amount of capital raised in
a debt financing; (ii) 4% of the capital received by the COMPANY from the sale
of equity securities; (iii) 4% of the total consideration paid when the COMPANY
acquires a business or a company; and, (iv) 4% of total consideration, if the
COMPANY merges or sells all of its assets or its securities representing
ownership or control. A fee will be earned upon consummation of each such
Capital Transaction.
The COMPANY agrees to reimburse CCI for all its reasonable out-of-pocket
expenses made for the benefit of the COMPANY.
The COMPANY may terminate this agreement at any time with thirty days notice to
CCI, providing that the balance of payments due for the full remaining term of
this agreement are paid upon such notice of termination.
This agreement shall be governed by and construed in accordance with the laws of
Florida. Should a dispute or controversy arise out of or relating to this
Agreement, it shall be settled by arbitration in Pinellas County, Florida in
accordance with the rules of the American Arbitration Association. Any
modifications to this agreement shall be in writing and must be executed by both
parties.
Executed this _______day of May, 2000
COUTURE & COMPANY, INC.
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Xxxxxx Xxxxxxx, President
THERMACELL TECHNOLOGIES, INC. (COMPANY):
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Xxxxx Xxxxxx, President
