CONSULTING AGREEMENT
This Agreement is made on the 15th day of May 1999, by and between Trading
Xxxxxxxxx.xxx, Inc. (hereafter referred to as XX.XXX) who's offices are located
at 000 Xxxxxx Xxxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000 and NataHe
Shahvaran (hereafter refe rred to aa NS) who's address is XX XXX 0000 0, Xxxxxx,
XX 00000.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on the date of this agreement Xxxxxxx
Xxxxxxxxx will provide the following services, (collectively the "Services");
Assist in the formation of the proposed corporation, including assistance
in all state and federal filings as well as all state and federal filings
that might be iiecessaxy for the proposed Private Placement Offering.
Assist in the formulation and production of a business plan which shall
include the development of pro forma stateLiients, break even analysis,
spreadsheets, graphs, charts and co,,5t projections.
Produce an investor presentation package to iticlude tools that range from
presentation folders to the most sophisticated audiovisual and interactive
computer technologies.
Prepare a Private Placement Offering Memorandum (in accordance with federal
exemption from registration in reliance upon the exemption from
registration provided by Section 4(2) of "The Act" and Regulation D
promulgated pursuant to Section 3(b) of "The Act") allowing the company to
raise additional capital (as outlined in Schedule,A).
Give professional advice and assistance in the areas of corporate
structure, corporate finance, management structure, Lime line projections,
future funding and marketing.
3. PERFORMANCE OF SERVICES. The manrier in which the services are to be
performed and the specific hours to be worked by Xxxxxxx Xxxxxxxxx shall be
determined by Xxxxxxx Xxxxxxxxx. XX.XXX will rely on Xxxxxxx Xxxxxxxxx to work
as many hours as reasonably necessary to fulfill T&COM's obligations under this
Agreement.
4. PAYMENT. XX.XXX will pay a fee to Xxxxxxx Xxxxxxxxx in the amount of/or up to
$30,000.00
5. EXPENSES. Xxxxxxx Xxxxxxxxx shall be enlitled to reimbursement from TS,COM
for all reasonable "out-of-pocket" expenses including, but not limited to:
travel, meals, postage, copying and phone,
6. TERM/TERMINATION. This Agreement shall automatically terminate upon
consultant's completion of the services required by this Agreement.
7. RELATIONSHLP OF PARTIES. It is understood by both parties that Xxxxxxx
Xxxxxxxxx is an independent contractor with respect to XX.XXX and not an
employee of XX.XXX. TS-COM will not provide fringe benefits for the benefit of
Xxxxxxx Xxxxxxxxx This includes health insurance benefits, paid vacation or any
other employee benefit.
S. CONFIDENTIALITY. Xxxxxxx Xxxxxxxxx agrees that she will not at any tirne or
in any manner, either directly or indirectJy, use any information for her own
benefit or will she divulge, disclose or communicate in any manner, any
information to any third party without the prior written consent of XX.XXX.
Xxxxxxx Xxxxxxxxx will protect the Information and treat it as strictly
confidential. A violation of this paragraph shall be a material violation of
this Agreement.
9. RETURN OF RECORDS. Upon termination of this Agreement, Xxxxxxx Xxxxxxxxx
shall retain all records, notes, data, memorandum, models and equipment of any
nature that are in her possession or under her control that are propert3i or
relate to it's business.
10. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, and addressed as follows:
Trading Xxxxxxxxx.xxx, Inc.
000 Xxxxxx Xxxxxxxx,
Xxxxx 000 Xxxxxxxx, XX 00000
Xxxxxxx Xxxxxxxxx
XX XXX 00000
Xxxxxx, XX 00000
Such address may be changed from time to time~ by either party by providing
written notice to the other in the matmer set forth above.
11. ENTIRE AGREEWNT. 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.
12. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
13. 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 unenfbrccable but that by limiting such provision it would become
valid and enforceable, then such provision ahall be deemed to be written,
construed and enforced as so limited.
14. 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 partys right to subsequently enforce and compel strict compliance with
every provision of this Agreeramt.
15. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
California.
Xxxxxxx Xxxxxxxxx
By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
Trading Xxxxxxxxx.xxx, Inc.
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, Secretary/Treasurer
