Exhibit 10.2
CONSULTING AGREEMENT
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This Consulting Agreement (the "Agreement") made as of August 1, 2004 by and
between Xxxxxxxxx Mikroulus ("Consultant) and GFY Foods, Inc., a Nevada
Corporation ("Company").
WITNESSETH
WHEREAS, the Company is purchasing the Dionysus restaurant in Worth, IL
(the "Business") and the Consultant has experience in managing and operating
such a business; and
WHEREAS, the Company requires and will continue to require business
services relating to management, operations, strategic planning and marketing
for the Business; and
WHEREAS, Consultant shall provide Company with management, operations,
strategic planning and marketing consulting services and is desirous of
performing such services for the Company.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPPOINTMENT
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The Company hereby engages Consultant and Consultant agrees to render various
business services to the Company upon the terms and conditions hereinafter set
forth.
2. TERMS
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The term of this Agreement began as of the date of this Agreement, and shall
terminate on August 1, 2006, unless earlier terminated in accordance with
paragraph 7 herein or as extended by the parties from time to time. If this
contract is terminated for any reason, within one (1) year of execution, the
Consultant shall receive severance pay equal to one year's pay.
3. SERVICES
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During the term of this Agreement, Consultant shall provide advice to, undertake
for and consult with the Company concerning management, operations, marketing,
consulting, strategic planning, corporate organization and structure, sales
matters in connection with the Business. Consultant agrees to provide on a
timely basis the following services, and additional services contemplated
thereby:
(a) The implementation of short-range and long-range strategic
planning to develop and enhance the Business' products and
services;
(b) Develop and assist in the implementation of a marketing
program to enable the Business to broaden the markets for its
services and promote the image of the Business and its
products and services. The Company agrees to allot funds for
advertising comparable to the levels of the previous five (5)
years of operations.
(c) Advise the Company relative to the recruitment and employment
of marketing and sales personnel consistent with the growth of
operations of the Business. (d) The identification,
evaluation, structuring, negotiating and closing of strategic
alliances.
4. DUTIES OF THE COMPANY
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The Company shall provide Consultant, on a regular and timely basis, with all
data and information about it, its subsidiaries, its management, its products
and services and its operations as shall be reasonably requested by Consultant,
and shall advise Consultant of any facts which would affect the accuracy of any
data and information previously supplied pursuant to this paragraph. The Company
shall supply Consultant with full and complete copies of all brochures or other
sales materials relating to its products and services.
5. COMPENSATION AND EXPENSE REIMBURSEMENT
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Concurrently with the execution hereof, the Company shall pay Consultant at a
rate of $15,000 per month. Consultant, in providing the foregoing services,
shall be reimbursed for any pre-approved out-of-pocket cost, including, without
limitation to travel, lodging, telephone, postage and overnight shipping
charges. Consultant shall be paid on the first of each month.
The Company shall pay Consultant a signing bonus of $75,000, payable in
free-trading shares of S-8 stock of the Company. The bonus shall be payable upon
execution of this agreement.
In the event the shares delivered pursuant to the terms of this Agreement fail
to gross a total of $75,000, Buyer shall within five (5) business days of notice
of this event, and subject to demand under the terms of the Agreement, deliver a
sufficient number of additional shares in order to deliver to Seller for
distribution any remaining balance. It is agreed that the Company shall provide
a stockbroker to sell all shares obtained by the Consultant, pursuant to this
Agreement. If compensation is not paid by the 15th of each month, the Company
will be considered in breach and this contract shall terminate and the Company
shall be liable for one (1) year's severance pay. In the event of such a breach,
the Company may cure the breach within 30 days of the receipt of notification of
the breach.
6. REPRESENTATION AN D INDEMNIFICATION
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The Company shall be deemed to have been made a continuing representation the
accuracy of any and all facts, material information and data which it supplies
to Consultant and acknowledges its awareness that Consultant will rely on such
continuing functions. Consultant in the absence of notice in writing from the
Company will rely on the continuing accuracy of material, information and data
supplied by the Company. Consultant represents that he has knowledge of and is
experienced in providing the aforementioned services.
The Company agrees to indemnify, hold harmless and defend Consultant from any
and all claims or demands of any kind to the Company's breach of its agreements
hereunder.
7. MISCELLANEOUS
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TERMINATION: This Agreement may be terminated by either party upon, written
notice to the other party for a material breach of this contract which shall be
effective five (5) days from the date of such notice. Such notice to be
delivered via certified mail.
MODIFICATION: This Agreemetn sets forth the entire understanding of the Parties
with respect to the subject matter hereof, and may be amended only in writing
signed by both parties.
NOTICES: Any notices required or permitted to be given hereunder shall be in
writing and shall be sent via certified mail or otherwise delivered in person at
the address of such Party set forth above or to such other address as the Party
shall have furnished in writing to the other Party.
WAIVER: Any waiver by either party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of that provision or of any breach of any other provision of this
Agreement. The failure of a Party to insist upon strict adherence to any term of
this Agreement on one or more occasions will not be considered a waiver of
deprive the other Party of the right thereafter to insist upon adherence to that
term or any other term of this Agreement.
ASSIGNMENT: The options under this Agreement are assignable at the discretion of
the Consultant.
SEVERABILITY: If any provision of this Agreement is invalid, illegal, or
unenforceable, the balance of this Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstances, it shall nevertheless
remain applicable to all other persons and circumstances.
DISAGREEMENTS: Any dispute or other disagreements arising from or out of this
Agreement shall be submitted to arbitration under the rules of the American
Arbitration Association and the decision of the arbitrator(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in Xxxx County, IL. The interpretation and the enforcement of this
Agreement shall be governed by Illinois law as applied to residents of the State
of Illinois relating to contracts executed in and to be performed solely within
the State of Illinois. In the event any dispute is arbitrated, the prevailing
Party (as determined by the arbitrator(s) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by the
arbitrator(s)).
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the
date first above written.
COMPANY CONSULTANT
GFY Foods, Inc.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxxxx Mikroulus
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Xxxxxx Xxxxxxx, President Xxxxxxxxx Mikroulus
