CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 24 day
of January 2000 is by and amongst TrimFast Group, Inc. (the "Company") and
Xxxxxxx Xxxxx, P.A. (The "Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to continue
to provide legal services; and
NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration receipt whereof is hereby acknowledged
it is agreed.
1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non-exclusive basis pursuant to the terms and
conditions of this Consulting Agreement.
2. Consultant shall assist the Company with the preparation of its annual
report to be filed on Form 10-KSB for the year ended December 31, 1999 and such
other periodic reports as required under the Securities and Exchange Act of 1934
for the year 2000. Consultant will also assist the Company and review agreements
and contracts incurred in the ordinary course of business. Any agreements not in
the ordinary course of business will be dealt with on a case by case basis.
Consultant will review, but shall not be responsible for, any other filings
which the Company makes with the Securities and Exchange Commission including
the filings by the Law offices of Xxxxxx Xxxxxxxx, for either the Form 10-SB or
SB-2 Registration Statement.
3. In order to assist Consultant with his duties, the Company will provide
Consultant with such information, as
may be required by Consultant. Company will make available to Consultant copies
of all material agreements, notice of pending or threatened litigation and
notice of all proposed press releases
4. In consideration of the services to be provided, Consultant shall
receive a fee equal to 10,000 shares of the Company's common stock.
5. The Company will register these shares pursuant to a registration
statement on Form S-8.
6. During the term of this Agreement, each party may have access to trade
secrets, know how, formulae, customer and price lists all of which are valuable,
special, proprietary and unique assets of each. The parties agree that all
knowledge and information which each other shall acquire during the term of this
Agreement shall be held in trust and in a fiduciary capacity for the sole
benefit of the other party, its successors and assigns, and each agrees not to
publish or divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential information acquired during
their term of this Agreement.
At the termination of this Agreement, or at any other time either party
may request the other party to deliver to the other, without retaining any
copies, notes or excerpts thereof, all memoranda, diaries, notes, records,
plans, specifications, formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled by, or delivered or
made available to or otherwise obtained by the respective parties. However, the
foregoing provision shall not prohibit Consultant from engaging in any work at
any time following his termination of this Agreement which does not conflict
with the terms of this Agreement.
7. Except as otherwise provided herein, any notice or other communication
to any party pursuant to or relating to this Agreement and the transactions
provided for herein shall be deemed to have been given or delivered when
deposited in the United States Mail, registered or certified, and with proper
postage and registration or certification fees prepaid, addressed at their
principal place of business or to such other address as may be designated by
either party in writing.
8. This Agreement shall be governed by and interpreted pursuant to the
laws of the state of Florida. By entering into this Agreement, the parties agree
to the jurisdiction of the Florida courts with venue in Palm Beach, County
Florida. In the event of any breach of this Agreement, the prevailing party
shall be entitled to recover all costs including reasonable attorney's fees.
9. This Agreement may be executed in any number of counterparts, each of
which when so executed an delivered shall be deemed an original, and it shall
not be necessary, in making proof of this Agreement to produce or account for
more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their
hands an seals the day and year first above written.
CONSULTANT: COMPANY:
TRIMFAST GROUP, INC.
Xxxxxxx Xxxxx Xxxxxxx Xxxxx
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/s/XXXXXXX XXXXX BY: /s/Xxxxxxx Xxxxx,
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president
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