April 29, 2002
Board of Directors:
National Companies, Inc.
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
This letter serves an amendment to our letter agreement dated November 17th 2000
regarding the contemplated role of Global Business Resources, a Florida
corporation ("GBR") as business consultant to National Companies Inc., et al. a
Florida Corporation("NC").
NC agreed to pay GBR a monthly fee of $6,000 for a period beginning December 1,
2000 and ending May 31, 2001 and $8,000 per month thru April 31, 2002.
Additionally NC agrees to pay GBR a monthly fee of $8,000 From May 1st thru
August 31th, 2002. Payment is due and payable in advance on the first of each
month.
All of the terms and conditions of the letter agreement dated November 17th
2000, shall remain in full force.
Global Business Resources
/s/ Xxxxx Xxxxxxxxx
-------------------------------------
Xxxxx Xxxxxxxxx
President
All of the foregoing terms agreed to and accepted this 29th day of April, 2002
by the undersigned:
National Companies, Inc.
/s/ Xxxx Xxxxx
--------------------------------------
Xxxx Xxxxx
President & Chairman
The individual signing below on this 29th day of April, 2002 witnessed the
signature above and hereby certifies that the above signature is genuine.
By: /s/
--------------------------------------
As Witness
Name:
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November 17, 2000
Board of Directors:
The Nationwide Companies, Inc.
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Pursuant to our recent and on going discussions regarding the contemplated role
of Global Business Resources, a Florida corporation or assign/s ("GBR") as
business consultant to Nationwide Companies Inc., et al. ("NWC"), this letter
shall serve as a memorandum of the understanding and agreement ("Agreement")
between us.
1. NWC hereby engages GBR to provide the services ("Services") for the benefit
of NWC described in the following Paragraph hereof, and pursuant to the
terms of this Agreement.
A) Preparation of a business plan;
B) Rendering advise and assistance to NWC's management regarding the
operational, organizational and reporting restructuring of NWC as a
viable, growth orientated public company;
C) Rendering advice and assistance to NWC as to the acquisition of a
viable and registered public shell in which NWC will merge,
effectively becoming a public entity. It is understood that NWC will
seek proper legal counsel and provide audited financial statements to
assist in a facilitation of the merger.
2. GBR shall provide the above Services on a best efforts basis utilizing such
time and effort, as it shall in its sole discretion and good xxxxx xxxx
necessary, appropriate and prudent for the obtainment, by NWC of its
business objectives.
A) Throughout the time of our relationship, GBR, will by discussions and
progress reports, keep NWC informed as to our mutual progress. At your
discretion, any recommendation proposed may be accepted or rejected by
NWC and GBR will proceed accordingly.
B) The overall success of GBR's work depends upon many factors, including
cooperation and attitude of your staff. Further, should we require the
assistance of any member of your staff to aid our work; you agree to
make reasonable accommodations to provide necessary assistance. As
these factors are out of GBR's control, it is understood and agreed
that there is no expressed or implied warranty of any general or
specific results to the work done under this agreement. The parties
agree to do every act and deed, and to timely prepare and execute all
of such documents and agreements as may be reasonably required to
facilitate the objectives of this Agreement.
Initials:
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3. In consideration for its efforts in providing the Services as described
above, NWC shall pay to GBR and/or its assign/s all of the following
compensation, and at the times specified below.
A) Business Plan Preparation;
o The fee for this service is $12,000. The initial sum of $6,000.00 will
be due and payable to GBR upon execution of the Agreement. Upon
receipt of said payment, GBR will commence the creation of the
business plan.
o The remaining payment of $6,000 will be due and payable upon
completion of the business plan.
B) Consulting Services
o There will be no charge for consulting and advisory services for the
first thirty days following the execution of this agreement.
o Additinally NWC agrees to pay GBR a monthly fee of $6,000 for a period
of no less than six months beginning December 1st. Payment is due and
payable in advance on the first of each month.
C) Shell Merger
o It is understood that upon the successful merger of NWC into a public
entity, the public shell and/or its assign/s will receive a Five
percent (5%) equity interest in NWC in the form of NWC "Class A"
Common Stock;
o A fee of $75,000.00 is due and payable to GBR as follows:
o A non refundable fee of $ 37,500 due upon execution of a contract with
a viable and registered public shell on or before November 30th .
o The remaining payment of $ 37,500 due upon the execution of a merger
agreement of NWC into said registered shell on or before December
29th.
D) Additionally, NWC will reimburse any pre-approved reasonable travel
incurred by staff assigned, substantiated by receipts attached to the
invoice, any costs for reproduction work, binders, supplies, forms,
manuals, etc. GBR will invoice at the end of each week for related
expenses for the preceding week. Payment on all outstanding fees due
GBR are due and payable per the above benchmarks. All balances over
five days shall accrue interest at 1.5% per month (APR 18%).
E) In the unfortunate situation should any dispute arise hereunder, the
prevailing party shall be entitled to recover against the
non-prevailing party all costs, expenses and attorney's fees incurred
by the prevailing party in such dispute, whether or not suit be
brought, and such right shall include all such costs, expenses and
xxxxxxxxx's fees through all appeals or other actions.
4. The term of this Agreement shall be for Twenty Four (24) consecutive months,
commencing upon the date herein below written. All of the terms and conditions
hereof shall remain in full force and shall be fully binding upon each and all
existing and future assigns, affiliates and successors to NWC, and shall fully
survive any acquisition of NWC or merger of NWC or its assets into any other
entity.
5. This Agreement may not be terminated or amended by any means whatsoever,
except in writing, duly executed by both parties hereto, which specifically
references this document.
6. This Agreement supersedes and renders invalid all prior agreements, both oral
and written, between the parties hereto with respect to the subject matter
hereof.
7. This Agreement shall be governed by and interpreted in accordance with
Florida State Law with venue in Palm Beach County, Florida. The parties waive
trial by jury in the event of any dispute.
8. It is expressly understood that though members of our staff may be attorneys,
registered financial advisors or accountants, GBR does not practice law, sell
securities nor act as Certified Public Accountants. Accordingly, any discussions
with GBR on legal matters, tax issues or the buying or selling of securities
must be taken up with your own attorney or accountant, stock broker or
securities dealer.
9. Non Exclusive. The consulting and advisory services to be rendered hereunder
by Global shall be on a non-exclusive basis. Global may render similar and/or
dissimilar services to any other person, firm or corporation.
10. Indemnification. The Company will indemnify and hold harmless. Global, its
officers, directors, shareholders, managing directors, agents, employees and
controlling persons (each an "Indemnified Person") from and against any and all
losses, claims, damages, liabilities, and expenses, joint or several or both
(including all fees of counsel and expenses in connection with the preparations
for or defense of any claim, action or proceeding), caused by or arising out of
an Indemnified Person's action pursuant to this Agreement, except such losses,
claims, damages, liabilities or expenses as are found in a final judgment of a
court of competent jurisdiction to have resulted primarily from an Indemnified
Person's gross negligence or willful misconduct. No Indemnified Person shall
have any liability to the Company as a result of such claims, damages, or
expenses except for those , which a final judgement of a court of competent
jurisdiction determines were incurred primarily as a result of such indemnified
persons gross negligence or willful misconduct. The Company will promptly notify
an Indemnified Person of the assertion against it or any other person of a claim
or the commencement of any action of proceeding relating to transactions
contemplated by this Agreement. The provisions contained herein relating to
indemnification will survive any termination of this Agreement.
11. No partnership, no agency. Neither party to this agreement is the agent,
partner, employee or joint venture of or with the other. Neither party shall act
as any of the above for or on behalf of the other, nor in any manner assume or
create any financial or other obligation on behalf of the other.
12. Obligations Expressed. This Agreement contains the entire understanding of
the parties and no other representation; promise; or agreement; oral or
otherwise shall be of any force and effect.
13. Notices. All notices required or given under or in connection with this
Agreement shall be given in writing by addressing the same at the following
addresses:
If to the Company: If to Global:
The Nationwide Companies, Inc. Global Business Resources, Inc.
0000 Xxxxx Xxxx, Xxxxx 000 00000 Xxxxxxxx Xxx.
Davie, Fl 33314 Boca Raton, Florida 33433
Each individual signing below individually and personally represents and
warrants that he has all of the necessary permission, approvals and authority to
fully bind his company to the terms hereof by his signing of this document, and
that in so doing, he shall not be in default or breach of any provision or
covenant of any other agreement to which he, or the company which he represents,
is a party. Facsimile copies of this Agreement signed in counterpart shall be
considered for all purposes including delivery as originals and shall be held
legally binding by all parties.
Global Business Resources
/s/ Xxxxx Xxxxxxxxx
-------------------------------------
Xxxxx Xxxxxxxxx
President
All of the foregoing terms agreed to and accepted this 17th day of November,
2000 by the undersigned:
The Nationwide Companies, Inc.
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
President & Chairman
