CONSULTING SERVICES AGREEMENT
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Agreement made as of the 21st day of May 2002 by and between the following
parties:
ABC REALTY, INC., "CLIENT", being a corporate entity, which is duly organized
pursuant to the laws of the State of North Carolina maintaining its principal
offices at: 00 Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000
And GREENTREE FINANCIAL GROUP, INC., "PROVIDER", a validly existing Florida
corporation having its principal offices at:
000 X. Xxxxxxxxx Xxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
WHEREAS, the parties mutually desire to enter into a formal business
relationship, do hereby agree that the following accurately reflects their
entire understanding.
IN CONSIDERATION of the covenants, terms and conditions herein stated, the
undersigned parties agree as follows:
1. PROVIDER'S OBLIGATIONS.
1.1 At all times for the duration of this Agreement the PROVIDER shall use
its best efforts to take CLIENT public pursuant to the regulations promulgated
under the Securities Act of 1933, as amended. This will entail applying with the
appropriate authorities such as the SEC, NASD/OTCBB and appropriate states in an
initial or direct public offering, pursuant to the terms and conditions as
negotiated in good faith directly with CLIENT.
2. CLIENT'S OBLIGATIONS. At all times for the duration of this Agreement and
on a timely basis, CLIENT shall:
i) provide all non-confidential documentation and information, which may
be required for the PROVIDER to perform the requisite services;
ii) arrange to participate in meetings and discussions with qualified
securities attorneys and or other professionals introduced by PROVIDER;
iii) negotiate in good faith with all third party potential
professionals, and aforementioned authorities used by PROVIDER;
iv) provide all documentation to the PROVIDER that may be required to
prepare the necessary federal registration statement and appropriate state "blue
sky" filings so as to effectuate a proposed offering.
v) pay all of the costs, filing fees, transfer agent fees, auditing
fees, blue sky fees, and legal fees associated with the process. THESE COSTS ARE
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INCORPORATED WITHIN THE FEE DISCUSSED BELOW, EXCEPT BLUE SKY FEES.
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3. PROVIDER'S FEES. For its aforementioned services to CLIENT which were
brought about through the efforts of the PROVIDER, the following fees shall be
due and payable according to the following terms:
3.1 PROVIDER'S FEES. Upon the commencing of the public offering process,
which was initiated by and through the efforts of the PROVIDER, the PROVIDER
shall be entitled to, and shall be paid the following compensation:
3.1-1 FEES FOR INITIAL EXPENSES. An initial payment equal to
THIRTY-THREE THOUSAND-FOUR HUNDRED AND SEVENTY-FIVE ($33,475) DOLLARS payable by
bank or certified check in U.S. funds to cover initial, partial expenses
associated with CLIENT'S offering and CLIENT'S registration (See Exhibit A).
3.1-2 EQUITY TRANSFER. CLIENT'S common stock. To retain the services of
PROVIDER, CLIENT agrees to issue SEVEN HUNDRED THOUSAND (700,000) common shares
to PROVIDER. The securities will be issued in a private, exempt transaction
under Section 4(2) of the Securities Act of 1933 pursuant to Rule 701 for
consulting services, or other applicable exemption if necessary.
4. MISCELLANEOUS.
4.1 The parties specifically acknowledge that:
a) PROVIDER makes no representation that it is a duly licensed securities
broker/dealer, investment banking firm or attorney. b) PROVIDER is not required
to provide any services that are exclusive to licensed securities
broker/dealers, investment bankers or
attorneys.
4.2 NON CIRCUMVENT AGREEMENT. CLIENT agrees that all third parties
introduced to it by the PROVIDER represent significant efforts and working
relationships that are unique to, and part of, the work product of the PROVIDER.
Therefore, without the prior specific written consent of the PROVIDER, CLIENT
agrees to refrain from conducting direct or indirect business dealings of any
kind, with any third party so introduced by PROVIDER, for a period of two years
from the initial introductions made. In the event of a violation of this
provision, PROVIDER shall be entitled to obtain, on an Ex Parte application,
appropriate injunctive relief, from any court of competent jurisdiction,
together with and including all remedies available at law. This provision shall
survive the remaining obligations and performance due hereunder.
4.3 EXCLUSIVE AGREEMENT. This Agreement supersedes any and all prior
oral or written agreements, which provided for PROVIDER'S performance on behalf
of CLIENT.
4.4 GUARANTEE OF PERFORMANCE. ABC Realty, Inc., by authorization of its
board of directors, does hereby execute this Agreement in the capacity of joint
and several guarantor of the performance by ABC Realty, Inc. of all of its
duties, obligations and responsibilities as herein above stated.
4.5 ASSIGNABILITY AND UNENFORCEABILITY. This Agreement or the rights,
duties and or obligations hereunder may not be assigned by either party without
the express written consent of the other. The unenforceability of any one or
more provisions hereof shall not invalidate any of the other provisions. This
Agreement shall remain valid until written notice to the contrary is provided by
one party to the other.
4.6 COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be
executed in one or more counterparts, each of which shall represent a binding
obligation upon the executing party respectively. The facsimile signature of
either or both parties shall constitute original signatures for the purposes of
this Agreement and shall be as binding upon the parties as such.
4.7 CAPTIONS. The paragraph captions are for descriptive purposes only
and shall have no effect with regard to the content or the validity of the
content thereof.
4.8 CONTROLLING LAW. This Agreement shall be construed in accordance
with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
/s/ XXXXX XXXXXXX
ATTEST: __________________________
__________________________ BY: XXXXX XXXXXXX, PRESIDENT
ABC REALTY, INC.
/S/ R. XXXXX XXXXXXX, V.P.
ATTEST: __________________________
__________________________ BY: R. XXXXX XXXXXXX, VICE PRESIDENT
GREEN TREE FINANCIAL GROUP, INC.
EXHIBIT A
Offering cost included in 3.1-1 of the 'Consulting Services Agreement' consist
of the following items:
1. Corporate due diligence proceedings.
2. Prepare and file applicable
registration statement(s) with the Securities and Exchange Commission (SEC).
3. Registration filing fees.
4. Open independent transfer agent account with
Florida Atlantic Stock Transfer.
5. Legal work and review of all documents by
in-house SEC attorney.
6. XXXXX-ize all public documents as required by the SEC
for viewing by the general public.
7. Assist market-maker in preparation of the
15c-2(11) document and application for ticker symbol.
8. Miscellaneous items
surrounding registration would also include CUSIP application and incidental
filings to bring the Company to active trading status on the OTC BB.
