CONSULTING AGREEMENT
This Agreement is made as of this April 20, 2001, by and between MLM WORLD NEWS
TODAY, Inc., (the "Company") a Nevada Corporation whose primary business address
is 0000 Xxxxxx xxx Xxx Xxxxx, Xxxxx #000, Xxx Xxxxx, XX 00000, and Xx. Xxxxxxx
X. Xxxxxx ("Consultant") at 0000 Xxxxxx Xxxxxx Xxx Xxxxx, XX 00000.
WHEREAS, the Company seeks to acquire the services of a professional in the
field of property development and property acquisition and investment.
WHEREAS, the Consultant possesses substantial knowledge and expertise in the
field of property development and property acquisition and investment, and is
prepared to head up the Property Development Division of the Company.
WHEREAS, the Company wishes to retain the services of the Consultant on the
following terms and conditions:
1. The Company hereby retains the services of the Consultant for a period of
one (1) year commencing April 20, 2001 and terminating April 20, 2002. In
exchange for the Consulting Services (as that term is defined herein), the
Consultant shall receive 1,400,000 shares of "MLMS" common stock (the "shares")
to be issued to Xx. Xxxxxxx X. Xxxxxx. The Company agrees to register the
shares for resale in a registration statement on form S-8.
2. The Consultant shall, employing his best efforts, provide the Company the
following:
a. Head up and manage the Property Development Division of the Company for
the period of one year.
b. Search for, and assist in the negotiations of, all property leasing
options for current corporate headquarters in San Diego County, California.
c. Search for, and assist in the negotiations of, all property leasing
options for Sales/Marketing Operations in Orange County, California.
d. Inform, educate and train Company Management on the aspects of property
acquisition and investment.
e. Search for, and assist in the negotiations of, property purchase options
for future corporate headquarters in San Diego County, California.
3. The Consultant shall be an Independent Contractor and not an Employee.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO CREATE AN EMPLOYER-EMPLOYEE
RELATIONSHIP BETWEEN THE COMPANY AND THE CONSULTANT. The Consultant is
responsible and liable for the methods by which he performs the services
specified herein and for payment of all applicable federal, state and local
taxes. The Consultant shall have no right or authority to assume or create any
obligations or responsibilities, express or implied, on behalf of or in the name
of the Company, unless specifically authorized in writing by the Company. No
provision of this Agreement shall be construed to preclude the Consultant from
pursuing other consulting projects.
4. The Company agrees to indemnify and hold harmless the Consultant against
any loss, claim, damage or liability whatsoever, (including reasonable
attorney's fees and expenses), to which such Indemnified Party may become
subject as a result of performing any act, or omitting to perform any act,
contemplated to be performed by the Consultant pursuant to this Agreement if
such act or omission did not violate the provisions of this Agreement.
5. This Agreement shall be binding upon the Company and the Consultant and
their successors and/or assigns.
6. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the validity,
legality and enforceability of the remaining provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby: and (ii) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid illegal
or unenforceable.
7. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto. No waiver of any
other provisions hereof shall be binding unless executed in writing by both
parties hereto nor shall waiver constitute a continuing waiver.
8. This Agreement may be executed in one or more counterparts, each of which
shall for all purposes be deemed to be an original but all of which shall
constitute one and the same Agreement.
9. The parties agree that should any dispute arise in the administration
of this Agreement, that the agreement shall be governed and construed by the
Laws of the State of California.
10. This Agreement contains the entire agreement between the Parties with
respect to the consulting services to be provided to the Company by the
Consultant and supersedes any and all prior understanding, agreement or
correspondence between the Parties.
IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to
be signed by duly authorized representatives as of the day and year first above
written.
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx for MLM WORLD NEWS TODAY
/s/ Xxxxxxx X. Xxxxxx
Xx. Xxxxxxx X. Xxxxxx
