CONSULTING AGREEMENT
This Agreement is made on the 7th day of January, 2002, by and between USA
Ventures (hereafter referred to as USAV) and OEF Corporate Solutions, Inc. (OEF)
USAV's management and staff have a background in business plan development,
sales and marketing and is willing to provide services to OEF based on this
background. Both parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on the date of this agreement USAV
will provide the following services, (collectively the "Services"):
- Assist OEF in developing its business plan.
- Give professional advice and assistance in the areas of corporate
structure, corporate finance, management structure, time line projections,
future funding and marketing.
2. PERFORMANCE OF SERVICES. The manner in which the services are to be
performed and the specific hours to be worked by USAV, shall be determined by
USAV. OEF will rely on USAV to work as many hours as reasonably necessary to
fulfill USAV's obligations under this Agreement.
3. PAYMENT. OEF will pay a fee in the amount of $5,000, which will include
a $2,000 retainer.
4. EXPENCES. USAV shall be entitled to reimbursements from OEF for all
reasonable "out of pocket" expenses including, but not limited to: travel,
meals, postage, copying, and phone.
5. TERM/TERMINATION. This Agreement shall automatically terminate upon
consultant's completion of the services required by this Agreement.
6. RELATIONSHIP OF PARTIES. It is understood by both parties that USAV is
an independent contractor with respect to OEF and not an employee. OEF will not
provide fringe benefits for the benefit of USAV. This includes health insurance
benefits, paid vacation, or any other employee benefits.
7. CONFIDENTIALITY. USAV recognizes that it has and will have the following
information and or trade secrets including, but not limited to: inventions,
apparatus, future plans, business affairs, prices information (Information),
customer lists, product design information and other proprietary information,
which are valuable, special and unique assets of OEF. USAV will not at any time
or in any manner, either directly, or indirectly, use any information to any
third party without the prior written consent of OEF. USAV will protect the
Information and treat it as strictly confidential. A violation of this
paragraph shall be a material violation of this Agreement.
8. RETURN OF RECORDS. Upon termination of this Agreement, USAV shall return
all records, notes, data, memorandum, models and equipment of any nature that
are in USAV's possession or under USAV's control that are property or relate to
's business.
9. ENTIRE AGREEMENT. This Agreement contains the entire agreement of both
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements made between the parties.
10. AMENDMENT. This Agreement may be modified or amended if the amendment
is made in writing and is signed by both parties.
11. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable but that by limiting such provision it
would become valid and enforceable, then such provision shall be deemed to be
written, construed and enforced as so limited.
12. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
13. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Nevada.
OEF Corporate Solutions, Inc.
By: ___________________________
USA Ventures
By: __________________________________
