EXHIBIT 10.22
CONSULTING AGREEMENT WITH XXXXX XXXXXX
DATED AUGUST 21, 2003
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is to be effective as of the 21st day of
August, 2003, by and between XXXXXXX.XXX ENTERPRISES INC., ("Company"), with
offices located at X.X. Xxx 0, 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxx, 00000, and XXXXX
XXXXXX ("Consultant"), an individual having his principal address at 0000 Xxxx
Xxxxxx, X.X. Xxx 00000, Xxxxxxxxx, X.X., Xxxxxx X0X 0X0.
For the purposes of this Agreement, either of the above shall be referred to as
a "Party" and collectively as the "Parties".
The Parties hereby agree as follows:
1. APPOINTMENT OF XXXXX X. XXXXXX. Company hereby appoints Consultant and
the Consultant hereby agrees to render services to Company as a
Business Development Consultant.
2. SERVICES. During the term of this Agreement, Consultant shall provide
advice to undertake for and consult with the Company concerning
negotiations of agreements and contracts and, consulting, strategic
planning, corporate organization and structure, in connection with the
operation of the businesses of the Company, expansion of services,
acquisitions and business opportunities, and shall review and advise
the Company regarding its and his overall progress, needs, and
condition. Consultant agrees to provide on a timely basis the following
enumerated services plus any additional services contemplated thereby:
(a) The negotiation of agreements and contracts for short-range and
long-term strategic planning to fully develop, enhance and
re-organize the Company's assets, resources, products, and
services;
(b) The development of a merger and acquisition program to enable
the Company to broaden the direction of the Company and its
products;
(c) Advise the Company relative to the recruitment and employment
of key executives consistent with the expansion of operations
of the Company.
(d) The identification, evaluation, structuring, negotiating, and
closing of joint ventures, strategic alliances, business
acquisitions, and advise with regard to the ongoing managing
and operating of such acquisitions upon consummation thereof;
and
(e) Advise and recommendations regarding corporate financing
including the structures, terms, and content of bank loans,
institutional loans, private debt funding.
TERM. The term ("Term") of this Consulting Agreement shall be for a
period of six (6) months commencing on the date hereof. The contract
will automatically be extended for an additional three (3) months.
Either party hereto shall have the right to terminate this Agreement
upon thirty (30) days prior written notice to the other party after the
first three (3) months.
3. COMPENSATION. See Attachment "A".
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4. CONFIDENTIALITY. Consultant will not disclose to any other person, firm
or corporation, nor use for its own benefit, during or after the Term
of this Consulting Agreement, any trade secrets or other information
designated as confidential by Company which is acquired by Consultant
in the course of performing services hereunder. Any financial advice
rendered by Consultant pursuant to this Consulting Agreement may not be
disclosed in any manner without the prior written approval of Company.
5. INDEMNIFCATION. Company, its agents or assigns hereby agree to
indemnify and hold Consultant harmless from and against all losses,
claims, damages, liabilities, costs or expenses (including reasonable
attorney's fees, collectively the "Liabilities"), joint and several,
arising from the performance of this Consulting Agreement, whether or
not Consultant is party to such dispute. This indemnity shall not
apply, however, and Consultant shall indemnify and hold Company, its
affiliates, control persons, officers, employees and agents harmless
from and against all liabilities, where a court of competent
jurisdiction has made a final determination that Consultant engaged in
gross recklessness and willful misconduct in the performance of its
services hereunder.
6. INDEPENDENT CONTRACTOR. Consultant and Company hereby acknowledges that
Consultant is an independent contractor. Consultant shall not hold it
out as, nor shall it take any action from which others might infer that
it is an agent of or a joint venture of Company.
7. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the Parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and
agreements between the Parties. This Consulting Agreement is
non-exclusive and cannot be modified or changed, nor can any of its
provisions be waived, except by written agreement signed by all
Parties. This Consulting Agreement shall be governed by the laws of the
State of Nevada without reference to the conflict of law principles
thereof. In the event of any dispute as to the Terms of this Consulting
Agreement, the prevailing Party in any litigation shall be entitled to
reasonable attorney's fees.
8. NOTICES. Any notice required or permitted hereunder shall be given in
writing (unless otherwise specified herein) and shall be deemed
effectively given upon personal delivery or seven business days after
deposit in the United States Postal Service, by (a) advance copy by
fax, (b) mailing by express courier or registered or certified mail
with postage and fees prepaid, addressed to each of the other Parties
thereunto entitled at the following addresses, or at such other
addresses as a Party may designate by ten days advance written notice
to each of the other Parties at the addresses above and to the
attention of the persons that have signed below.
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Please confirm that the foregoing sets forth our understanding by signing the
enclosed copy of this Consulting Agreement where provided and returning it to me
at your earliest convenience.
All Parties signing below do so with full authority:
PARTY RECEIVING SERVICES: PARTY PROVIDING SERVICES:
XXXXXXX.XXX ENTERPRISES INC. XXXXX X. XXXXXX, an individual
-------------------------------- --------------------------------------
XXXXXX X. XXXX III, CFO XXXXX X. XXXXXX, an individual
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ATTACHMENT "A"
PAYMENT FOR SERVICES:
A. For the services rendered and performed by Xxxxx X. Xxxxxx during the
term of this Agreement, Company shall, upon acceptance of this
Agreement: Pay to Xxxxx X. Xxxxxx three million (3,000,000) shares of
TMBT common stock for six (6) months of service.
Accepted with full authority:
XXXXXXXX.XXX ENTERPRISES INC.
By: ---------------------------------------
Xxxxxx X. Xxxx III, CFO
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