EXHIBIT 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of May 1, 2002,
by and between Lumalite Holdings, Inc. ("Lumalite"), a Nevada corporation, and
Xxxxxxx Xxxx ("Consultant").
WHEREAS, Lumalite desires to utilize services of Consultant in setting
up escrows and acting as escrow agent in connection with various Lumalite
transactions, including, but not limited to, acquisitions, mergers, and purchase
and sale of Lumalite products (all of which services are hereinafter referred to
collectively as the "Services"); and
WHEREAS, Consultant is well-qualified to provide the Services and desires to
provide such Services;
NOW, THEREFORE, in consideration of the premises and the mutual
promises set forth herein, the parties hereto covenant and agree as follows:
1. For a period beginning on May 1, 2002 and continuing through
December 1, 2002 (the "Consulting Period"), Consultant shall consult with
Lumalite regarding, and assist Lumalite in connection with, the Services.
2. During the Consulting period, Lumalite shall be entitled to
Consultant's assistance for reasonable times when and to the extent reasonably
requested by, and subject to the reasonable direction of, Lumalite's Chief
Executive Officer, President or Chief Financial Officer, or other Lumalite
personnel designated by the abovesaid officers.
3. Consultant's services shall be rendered from Consultant's offices,
unless by mutual agreement from time to time, arrangements are made for those
services to be rendered elsewhere.
4. Consultant shall have no authority to bind Lumalite by or obtain any
obligation, agreement, promise, or representation without first obtaining the
written approval of the Chief Executive Officer of Lumalite. Consultant shall
not incur any liability on behalf of Lumalite or in any way represent or bind
Lumalite in any manner or thing whatsoever and nothing herein shall be deemed to
constitute either party the agent or representative of the other.
5. In consideration of Consultant's entering into this Agreement,
Lumalite has agreed to issue to Consultant, on or before December 1, 2002,
25,000 shares of Lumalite's Common Stock, which shares shall be issued and
immediately registered with the Securities and Exchange Commission pursuant to a
registration statement on Form S-8. Consultant warrants that he is the person
providing substantially all of the services hereunder; and further warrants that
the services are not in connection with the offer or sale of securities in a
capital raising transaction, and do not directly or indirectly promote or
maintain a market for the registrant's securities.
6. Consultant understands and agrees that he is an independent
contractor rather than an employee or agent of Lumalite.
7. Consultant shall be responsible for withholding, paying and
reporting any and all required federal, state or local income, employment and
other taxes and charges. Consultant understands and agrees that Lumalite will
make no deduction from payments to Consultant for federal or state tax
withholdings, social security, unemployment, worker's compensation or disability
insurance.
8. Consultant agrees that he will not, without Lumalite's prior
consent, disclose to anyone, any trade secrets of Lumalite or any confidential,
non-public information relating to Lumalite's business, plans, operations,
business targets, finances, or technology.
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9. It is understood and agreed that the services of Consultant are
unique and personal in nature and Consultant shall not delegate or assign all or
any portion of his or its required performance to any other individual, firm or
entity without Lumalite's prior written consent.
10. No waiver, amendment or modification of any provision of this
Agreement shall be effective unless in writing and signed by both parties. This
Agreement shall be binding upon and inure to the benefit of the heirs,
successors, permitted assigns and legal representatives of the parties. This
Agreement constitutes the entire agreement between the parties concerning the
subject matter hereof and supersedes all prior negotiations, discussions and
other agreements with respect to the subject matter hereof. This Agreement shall
be deemed to have been executed in, and shall be governed by and interpreted in
accordance with the laws of, the State of California.
IN WITNESS WHEROF, this Agreement has been executed as of May 1, 2002
by and between Consultant and Lumalite.
"CONSULTANT"
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Xxxxxxx Xxxx
LUMALITE HOLDINGS, INC.
By:___________________________
Its:__________________________
