Company desires to retain the Consultant for the term set forth in this
Agreement to assure itself of the services of the Consultant, and the Consultant
is willing to be retained by the Company for the term on the terms
and conditions set forth below.
Consultant desires to provide the services under this Agreement and represents
that he is qualified to perform such services.
1. Retention of the
Consultant. Subject to the terms and conditions set forth in
this Agreement, the Company hereby retains the Consultant to perform the
services set forth in this Agreement, and the Consultant accepts this retention
on the terms and conditions set forth in this Agreement.
2. Term. The term of this
Agreement shall commence on the Effective Date and shall continue until either
party terminates this Agreement by providing 30 days written notice of such
intention to the other party.
3. Scope of
Work. Consultant shall serve as the Chief Executive Officer
and President of the Company and shall take such action as may be necessary to
find suitable acquisition candidates for the Company and cause the Company to
make its required filings with the SEC (the “Work”).
4. Compensation and
Payment. The Consultant shall be paid a base fee of $10,000
per month for his services hereunder. Payments will be made each
month at the end of the month, or may be deferred, with Consultant’s consent, to
a later date. In addition, the amounts due hereunder may, at the
election of the Consultant, be payable in stock of the Company with the per
share price being equal to the last price paid by non-affiliate of the Company
for its shares.
Consultant shall be entitled to reimbursement for all reasonable
Contractor. The Consultant agrees to perform the Work as an
independent contractor and not as a subcontractor, agent or Consultant of the
Company, its subsidiaries or affiliates.
6. Taxes. The
Consultant, and not the Company, shall be solely responsible for all taxes
incurred by the Consultant in connection with her performance of the Work,
including, but not limited to, all withholding, social security and other taxes
with respect to the Consultant’s compensation.
Records. The Consultant shall maintain a record of expenses
incurred under this Agreement. For the duration of this Agreement,
and for a period of two years thereafter, the Company shall have access to such
records of the Consultant as required to verify reimbursable costs.
Performance. The Consultant shall perform the Work in
accordance with standards of care, skill and diligence consistent with (a)
recognized and sound consulting practices, procedures and techniques; (b) all
applicable laws and regulations; (c) the degree of knowledge, skill and
judgement normally exercised by professional firms and individuals with respect
to services of a similar nature.
9. Modifications. No
amendment or modification to this Agreement shall be effective unless made in
10. Assignment. This
Agreement and all of the Consultant’s rights, duties and obligations under this
Agreement are personal in nature and shall not be subcontracted, assigned,
delegated or otherwise disposed of by the Consultant without the prior written
consent of the Company.
Limitation. In no event shall either party be liable to the
other party whether in contract, tort or otherwise, for payment of any special,
indirect, incidental, consequential or similar damages.
12. Indemnification. The
Company shall protect, defend, indemnify and hold the Consultant free and
unharmed from and against any and all claims, liabilities, loss, costs, or
damages, including court costs and attorneys’ fees, whether raised by the
Company or a third party, which shall arise in connection with the
13. Notice. All
notices required under this Agreement shall be deemed given when sent by
overnight courier or registered or certified mail, or when sent by telecopy,
telegraph or other graphic, electronic means and confirmed by overnight courier
or registered or certified mail addressed to the address set forth in the
preamble to this Agreement. Either party shall have the right to
change the address or name of the person to whom such notices are to be
delivered by notice to the other party.
14. Law and
Venue. This Agreement shall be governed in all respects by and
construed in accordance with the laws of the State of New York without regard to
conflicts of law provisions. Any litigation between the parties shall
be conducted in the state of federal courts of the State of New
15. Waiver of Trial by
Jury. The Company and the Consultant hereby knowingly, voluntarily and
intentionally waive the right to a trial by jury with respect to any litigation
based hereon, or arising out of, under or in connection with this
agreement. This provision is a material inducement for the parties
entering into this agreement.
16. Headings. The
headings in this Agreement are provided for convenience of reference only and
shall not affect the construction of the text of this Agreement.
17. Non-Waiver. No
waiver of any provision of this Agreement shall be deemed to be nor shall
constitute a waiver of any other provision, whether or not similar, nor shall
any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
Remedies. All rights and remedies of the parties under this
Agreement shall be cumulative, and the exercise of any one right or remedy shall
not bar the exercise of any other right or remedy.
19. Severability. If
any provision of this Agreement shall be held or deemed to be invalid,
inoperative or unenforceable, such circumstances shall not affect the validity
of any other provision of this Agreement.
20. Survival. The
obligations of the parties hereunder which by their nature survive the
termination of this Agreement and/or the completion of the Work hereunder, shall
survive and inure to the benefit of the parties. Those provisions of
this Agreement which provide for the limitation of or protection against
liability shall apply to the full extent permitted by law and shall survive
termination of this Agreement and/or completion of the Work.
Agreement. This Agreement constitutes the entire and final
agreement and supersedes all prior and contemporaneous agreements,
representations, warranties and understandings of the parties, whether oral,
written or implied. The inclusion of this provision has been a
material inducement for each of the parties to enter into this
22. Publicity. The
Consultant shall not make any public disclosures regarding the Company, its
subsidiaries or affiliates or the project for which he is performing the Work
without the prior approval of the Company.
parties have executed this Agreement effective as of the day and year first
Alpha 3, Ltd.
Alpine Venture Associates, LLC
/s/ James Edward
||/s/ James Edward
| Title: President
| Date: September