Exhibit 10.4
CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement"), is made and entered into as of this
25th day of July 2002, by and between Xxxxxx Xxxx, with an address of 6 Lacets,
Apt. 142, St. Xxxx, MC9800, Monaco ("Consultant") and NORSTAR GROUP, INC., with
offices at 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxx Xxxxxxxxxx, Xxxxxxx 00000
("Company") (together the "Parties").
WHEREAS, the Parties desire to formalize the terms and conditions under
which Consultant shall provide consulting services to the Company;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and other valid consideration, receipt of which is hereby
acknowledged, the Parties agree as follows:
1. Term of Agreement and Renewal.
The Agreement shall remain in effect from the date of execution hereof
through the expiration of a one year period, and may be renewed upon the mutual
consent of the Parties.
2. Nature of Services to be Rendered.
Consultant shall provide the Company with consulting services,
including, but not limited to, actively pursuing potential business entities in
Europe to advertise and/or link to their internet community.
3. Compensation.
As compensation for the consulting services rendered hereunder, the
Company, simultaneously with the execution of this Agreement, shall issue to the
Consultant one million two hundred thousand (1,200,000) shares of the Company's
Common Stock (the "Shares").
4. Warranties and Representations of the Consultant.
In order to induce the Company to enter into this Agreement, the
Consultant hereby makes the following unconditional warranties and
representations:
(a) Consultant is not now a party to a consulting agreement with any
other corporation or entity involved in a business which is the same as or
similar to the Company's.
(b) Consultant is permitted to provide consulting services to any
corporation or entity engaged in a business identical or similar to the
Company's, provided, however, that the Consultant shall keep confidential all
information it receives from the Company which is of a confidential or
proprietary nature, without disclosure to or for the benefit of any third
parties.
5. Warranties and Representations of the Company.
In order to induce the Consultant to enter into this Agreement, the
Company hereby makes the following unconditional warranties and representations:
(a) The Company is not a party to any other contract or agreement with
terms identical to those contained herein.
(b) The Company acknowledges that Consultant does not guarantee its
ability to cause the consumption of any contract or merger or acquisition with
any corporate candidate.
6. Issuance of Shares to Consultant.
The Company shall cause to be issued and delivered to Consultant a
certificate for the Shares bearing the signatures of its President and
Secretary. The Company shall take all corporate action necessary for the Shares
issuance to be legally valid and irrevocable, including obtaining the prior
unanimous written consent of its Board of Directors.
7. Registration Obligations.
The Company expressly agrees to register, with the Securities and
Exchange Commission, the Shares issued herein in a registration statement on
Form S-8, if and when available (and all related qualifications under the state
securities laws.
8. Expense Reimbursement.
Consultant shall be entitled to receive cash reimbursement, and the
Company shall provide cash reimbursement, of all cash expenses paid by
Consultant on behalf of the Company in performance of the duties hereunder. Such
expenses shall include without limitation expenses for communications and
travel. In no event, however, will Consultant incur on behalf of the Company an
expense in excess of $500 without the prior written consent of the Company.
9. Indemnification of Consultant by the Company.
The Company shall indemnify and hold harmless Consultant from and
against any and all liabilities and damages in connection with the Company's
ownership and operation and, without limiting the foregoing, shall pay the
Consultant's legal fees and expenses if Consultant is named as a defendant in
any proceedings brought in connection with the services provided hereunder.
10. Indemnification of the Company by the Consultant.
Consultant shall indemnify and hold harmless the Company and its
principals from and against any and all liabilities and damages arising out of
actions taken by Consultant in connection with the services as consultant, which
actions were not authorized by the Company.
11. Arbitration.
Any and all conflicts, disputes and disagreements arising out of or in
connection with any aspect of the Agreement shall be subject to arbitration in
accordance with the rules of The American Arbitration Association then in
effect. Written Notice of Dispute shall be served by either Party upon the other
Party at its address set forth herein or such other address as it shall have
provided in writing for that purpose, and the arbitration date shall be set no
later than two months from the date such Notice is served. The dispute shall be
submitted to The American Arbitration Association headquarters located in Fort
Lauderdale Florida or the closest location thereto. The Parties designate the
Circuit Court, Dade County as the court in which any arbitration award shall be
subject to confirmation, and will abide by such confirmation.
12. Entire Understanding/Incorporation of other Documents.
This Agreement contains the entire understanding of the Parties with
regard to the subject matter hereof, superseding any and all prior agreements or
understandings whether oral or written, and no further or additional agreements,
promises, representations or covenants may be inferred or construed to exist
between the Parties.
13. No Assignment or Delegation Without Prior Approval.
No portion of the Agreement or any of its provisions may be assigned,
nor obligations delegated, to any other person or party without the prior
written consent of the Parties except by operation of law or as otherwise set
forth herein.
14. Survival of Agreement.
The Agreement and all of its terms shall inure to the benefit of any
permitted assignees of or lawful successors to either Party.
15. No Amendment Except in Writing.
Neither the Agreement nor any of its provisions may be altered or
amended except in a dated writing signed by the Parties.
16. Waiver of Breach.
No waiver of any breach of any provision hereof shall be deemed to
constitute a continuing waiver or a waiver of any other portion of the
Agreement.
17. Severability of the Agreement.
Except as otherwise provided herein, if any provision hereof is deemed
by arbitration or a court of competent jurisdiction to be legally unenforceable
or void, such provision shall be stricken from the Agreement and the remainder
hereof shall remain in full force and effect.
18. Governing Law.
The Agreement and its provisions shall be construed in accordance with
and pursuant to, and governed by, the laws of the State of Florida, as
applicable to agreements to be performed solely within the State of Florida,
without regard to its conflict-of-laws provisions then in effect.
19. No Construction Against Drafter.
The Agreement shall be construed without regard to any presumption or
other rule requiring construction against the Party causing the drafting hereof.
IN WITNESS WHEREOF, the Parties have executed the Agreement as of the
date first above written.
By: /s/Xxxxxx Xxxx
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Xxxxxx Xxxx, Consultant
NORSTAR GROUP, INC.
By: /s/ Xxxxx XxXxxxxxxxx
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Xxxxx XxXxxxxxxxx, President
