Exhibit 10.6
Warrant Agreement between the Registrant and XCL Partners, dated January 5,
2004.
CONSULTANT AGREEMENT
XCL Partners, Inc. is an investment banking consulting firm with expertise in
corporate structuring and restructuring of public companies, mergers and
acquisitions, and financing. Also, in the business of providing investor
relations services, public relations services, publishing, advertising services
fulfillment services, as well as Internet related services.
Agreement made this 5th day of January 2004, between Worldteq Group
International, Inc. (hereinafter referred to as "Corporation"), and XCL
Partners, Inc. (hereinafter referred to as "Consultant"; collectively
referred to as the "Parties"):
Recitals:
The Corporation desires to engage the services of the Consultant to
perform the Corporation's consulting services regarding all phases of the
Corporation's "Investment Banking" including broker/dealer relations as such may
pertain to the operation of the Corporation's business. The Corporation desires
the Consultant to locate for engagement a respected and responsive
investor/public relations firm for the dissemination of corporate news and
events.
The Consultant will consult with the Board of Directors, the Officers of
the Corporation, and certain administrative staff members of the Corporation,
undertake the Corporation's investment banking activities which involve
corporate relations and relationships with various financial service industry
professionals, including, but not limited to broker/dealers involved in the
regulated securities industry.
AGREEMENT
The respective duties and obligations of the contracting Parties shall be for
a period of twelve (12) months commencing on the date first appearing above.
Either party only in accordance with the terms may terminate this Agreement
and conditions set forth below.
Services Provided by Consultant
Consultant will provide consulting services in connection with the
Corporation's "investment banking" dealings with NASD broker/dealers and the
investing public. (At no time will the Consultant provide services which
would require Consultant to be registered and licensed with any federal or
state regulatory body or self-regulating agency.) During the term of this
Agreement, Consultant will provide those services customarily provided by an
investment banking firm to a Corporation, including but not limited to the
following:
(a) Aiding the Corporation in developing a marketing plan directed at
informing the investing public as to the business of the Corporation; and
(b) Advise the Corporation and provide assistance in dealing with
institutional investors as it pertains to the Corporation's offerings of its
securities; and
(c) Aid and assist the Corporation in the Corporation's efforts to secure
"market makers" which will trade the Corporation's stock to the public by
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providing such information as may be required; and
(d) Aid and advise the Corporation in establishing a means of securing
nationwide interest in the Corporation's securities; and
(e) Aid and advise the Corporation in identifying possible acquisition targets;
and
(f) Aid and advise the Corporation in capital structure and fund raising; and
Aid and consult with the Corporation in the preparation and
dissemination of all "due diligence" packages requested by and furnished to
NASD registered broker/dealers, the investing public, and/or other
institutional and/or fund mangers requesting such information from the
Corporation.
Arrange for broker/dealer presentations for investors at Consultant's
expense.
Compensation
In consideration for the services provided by Consultant to the Corporation,
the Corporation will provide the following compensation to Consultant:
1 million common stock purchase warrants exercisable at $.15
1 million common stock purchase warrants exercisable at $.20
2 million common stock purchase warrants exercisable at $.25
Corporation will pay all legal costs for registration of warrants, and any
future registration statements.
Compliance
At the time Consultant gives notice to the Company of its execution of the
Warrants referred to above, common shares underlying the warrants, delivered
by Corporation to Consultant will, at that particular time be free trading,
or if not, the shares shall be incorporated in the next registration
statement filed by the Corporation. The warrants shall have "piggyback"
registration rights and will, at the expense of the Corporation, be included
in said registration statement in a timely manner.
Representation of Corporation
The Corporation, upon entering this Agreement, hereby warrants and guarantees
to the Consultant that to the best knowledge of the Officers and Directors of
the Corporation, all statements, either written or oral, made by the
Corporation to the Consultant are true and accurate, and contain no material
misstatements, or omission fact. Consultant acknowledges that estimates of
performance made by Corporation are based upon the best information available
to Corporation officers at the time of said estimates of performance. The
Corporation acknowledges that the information it delivers to the Consultant
will be used by the Consultant in preparing materials regarding the Company's
business, including but not necessarily limited to, its financial condition,
for dissemination to the public. Therefore, in accordance with Paragraph 6,
below, the Corporation shall hold the Consultant harmless from any and all
errors, omissions, misstatements, except those made in a negligent or
intentionally misleading manner in connection with all information furnished
by Corporation to Consultant.
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Limited Liability
With regard to the services to be performed by the Consultant pursuant to the
terms of this Agreement, the Consultant shall not be liable to the Corporation,
or to anyone who may claim any right due to any relationship
with the Corporation, for any acts or omissions in the performance of
services on the part of the Consultant, except when said acts or omissions of
the Consultant are due to its misconduct or negligence.
Termination
Either party upon the giving of not less than ninety (90) days written notice
may terminate this Agreement, delivered to the parties at such address or
addresses as set forth in Paragraph below. Any such notice shall be deemed
to be properly given when transmitted by way of registered mail. The ninety
(90) days termination period shall not begin until the other party has
received or is deemed to have received the notice of termination.
Notices
Notices to be sent pursuant to the terms and conditions of this Agreement,
shall be sent as follows:
▇▇▇▇▇▇▇ ▇. Rieu ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
XCL Partners, Inc. Worldteq Group International, Inc.
40 West Chesapeake suite 300 30 west ▇▇▇▇ Drive suite 470
Towson, MD 21204 ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attorney's Fees
In the event any litigation or controversy arises out of or in connection
with this Agreement between the Parties hereto, the prevailing party in such
litigation, arbitration or controversy, shall be entitled to recover from the
other party or parties, all reasonable attorney's fees expenses and suit
costs, including those associated within the appellate or post-judgment
collections proceedings.
Arbitration
In connection with any controversy or claim arising out of or relating to
this Agreement, the Parties hereto agree that such controversy shall be
submitted to arbitration, in conformity with the Federal Arbitration Act
(Section 9 U.S. Code Section 901 et seq), and shall be conducted in
accordance with the Rules of the American Arbitration Association. Any
judgment rendered as a result of the arbitration of any dispute herein, shall
upon being rendered by the arbitrators be submitted to a Court of competent
jurisdiction with the state of Maryland.
Governing Law
This Agreement shall be construed under and in accordance with the laws of
the State of Maryland. All parties hereby consent to the state of Maryland as
the proper jurisdiction for any such proceeding if applicable
Parties Bound
This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors, administrators,
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legal representatives, successors, and assigns when permitted by this
Agreement.
Legal Construction
In case any one or more of the provisions contained in this Agreement shall,
for any reason, be held to be invalid, illegal, or unenforceable in any
respect, the validity, illegality, or unenforceability shall not affect any
other provision, and this Agreement shall be construed as if the invalid,
illegal, or unenforceable provision had never been in it.
Prior Agreements Superseded
This Agreement constitutes the sole and only Agreement of the contracting
parties and supercedes any prior written or oral agreements between the
respective parties. Further, this Agreement may only be modified or changed
by written agreement signed by all the parties hereto.
Multiple Copies or Counterparts of Agreement
One or more of the Parties may execute the original and one or more copies of
this Agreement hereto. In such event, all such executed copies shall have the
same force and effect as the executed original, and all of such counterparts
taken together shall have the effect of a fully executed original. Further,
this Agreement may be signed by the parties and copies hereto delivered to
each party by way of facsimile transmission, and such facsimile copies shall
be deemed original Copies for all purposes if original copies of the parties'
signatures are not delivered.
Liability for Expenses
All fees and costs incurred in relation to the services provided by the
Consultant shall be the responsibility of the Consultant, except those fees
and costs previously approved in writing by an Officer of the Corporation.
Headings
Headings used throughout this Agreement are for reference and convenience
and in no way define by presentation, limit or describe the scope or intent
of this Agreement.
IN WITNESS WHEREOF, the Parties have set their hands and seal as of the
date written above.
BY: /s/ ▇▇▇▇▇▇▇ ▇. Rieu
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▇▇▇▇▇▇▇ ▇. Rieu, President
XCL Partners, Inc.
BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
Worldteq Group International, Inc.
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