purposes of this Agreement, either of the above shall be referred to as a
collectively as the “Parties”.
Parties hereby agree as follows:
Company hereby appoints the Consultant and the Consultant hereby agrees to
render services to Company.
the term of this Agreement, the Consultant shall provide advice to, undertake
for, and consult with the Company on certain matters pertaining to the Company’s
business as shall be specified from time to time by the Company’s Chief
Executive Officer and/or such other officer(s) as the Company’s Board of
Directors shall designate to have principal responsibility for the operation
the business (the “Services”).
Services shall include, without limitation, advice with respect to the Company’s
operations, executive employment issues, employee staffing, strategy, capital
structure and other matters pertaining to the business as shall be specified
from time to time by the Company’s Chief Executive Officer and/or such other
this Consulting Agreement shall be for a period of one (1) year commencing
the date hereof and thereafter shall be renewed for additional terms of one
year, unless either party hereto provides the other with notice, as provided
herein, at least thirty (30) calendar days prior to the date of the Term would
otherwise renew, of that party’s intention not to so renew such
Services rendered and performed by the Consultant during the term of this
Agreement, the Company shall pay the Consultant a monthly rate equal to
Twenty-Five Thousand Dollars (US $25,000.00). The Company shall pay
Consultant upon execution of this Agreement a retainer of Fifty Thousand Dollars
(US $50,000.00) which shall apply to the first two (2) months consulting fees
owed to Consultant by the Company under this Agreement.
Consultant shall be eligible for incentive bonus compensation (a
amount to be calculated as set forth below. The Company currently owes to
Cornell Capital Partners, LP principal and accrued interest pursuant to prior
financing transactions. The Company and Consultant hereby agree that in the
event Consultant is successful in assisting the Company pay all amounts owed
Cornell Capital Partners, LP, as described above, the Company and Consultant
shall equally split all remaining proceeds received by the Company through
business operations, sale of assets and/or other appropriate means during the
Term and for a period of two (2) years following the Term, provided Consultant
was directly responsible in assisting the Company in connection with such
hereby agrees to reimburse Consultant for all reasonable out-of-pocket expenses
incurred by Consultant in connection with performing the Services contemplated
will not disclose to any other person, firm or corporation, nor use for its
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 the Services hereunder.
financial advice rendered by Consultant pursuant to this Consulting Agreement
may not be disclosed in any manner without the prior written approval of
Company. Company will not disclose to any other person firm or corporation,
during or after the Term of this Consulting Agreement, any of Consultant’s
capital or transaction contacts or other information designated as confidential
by Consultant which is used by Consultant in the course of performing the
to the fullest extent permitted by law, agrees to defend, to hold harmless
to indemnify Consultant against all claims, losses, liability, damages and
expenses directly caused by or directly resulting from the Services performed
Company hereunder. It is understood that the intent of this provision is to
absolve and protect Consultant from any loss, liability, damage and expense
directly caused by the actions of Company or Consultant except for willful
gross negligent conduct of consultant.
and Company hereby acknowledge that Consultant is an independent contractor.
Consultant shall not hold itself out as, nor shall it take any action from
others might infer that Consultant is an agent of or a joint venture of Company.
Except as specifically described herein, all taxes and other expenses incurred
by Consultant are also the responsibility of Consultant.
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
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
New York 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.
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
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
each of the other Parties at the addresses above and to the attention of the
persons that have signed below.
facsimile, telecopy, or other reproduction of this Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. The executed copy of this Agreement shall be valid and binding
a party when transmitted by facsimile to the other party. At the request of
party hereto, all parties agree to execute an original of this Agreement, as
well as, any facsimile, telecopy or other reproduction hereof.
parties have executed this Agreement on the date above written.
/s/ Saul Simon
Saul Shimon Deutsch
Chief Financial Officer
AND COMPANY, LLC