Exhibit 10.4.
Comprehensive Resource Advisors
MANAGEMENT CONSULTING AGREEMENT
This AGREEMENT is made this 1st day of August 2001 between Panama Industries,
Inc. (THE COMPANY) with its principle business offices located at 00 Xxxxx
Xxxxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 and Comprehensive Resource Advisors, Inc.,
(THE FIRM), with its principle business offices located at 000 Xxxxxx Xxxxxx,
Xxxxxxx, XX 00000, and is deemed to be effective as of this date, August 1st,
2001.
During the last 15 years, the principals of THE FIRM have had extensive
Management Consulting experience with a variety of private and public
corporations. This AGREEMENT pertains to retaining THE FIRM as Management
Consultants, reporting directly to the Chairman of THE COMPANY, unless
specifically directed otherwise. THE COMPANY wishes to retain THE FIRM and
accordingly THE FIRM and THE COMPANY agree to as follows:
1. Services
a. THE FIRM, shall provide sound advice and other consulting
services to THE COMPANY with respect to matters related to the
operations, technology, control, management, and financing of
THE COMPANY.
b. THE FIRM will utilize their best efforts to provide the
services to THE COMPANY
c. THE FIRM will be available to discuss any and all company
matters that are presented, within a reasonable period of time
and with a high degree of discretion.
d. THE COMPANY on a monthly basis will provide the "NOBO" Report
to THE FIRM. THE COMPANY will provide to THE FIRM the Weekly
DTC Report.
e. THE FIRM can and will provide the following list of services
at the request of THE COMPANY and with an agreed upon cost for
each specific service identified.
Description of Special Services Available
1. Management Consulting
2. SEC Filings
3. Merger & Acquisition Advice
4. Due Diligence Effort
5. Investor Relations
6. Public Relations
7. Facilitate Introductions to Broker/Dealers Firms
8. Facilitate Introductions to Investment Banking Firms
9. Strategic Market Analysis
10. Financial Analysis
11. Organizational Analysis
12. Web Site Development
13. Coordinate Work Between Other Professionals
2. Compensation
a. A retainer of 250,000 shares of THE COMPANY'S Common Stock
with immediate registration rights for consideration of the
consulting services provided by the THE FIRM, shall be made
available upon the signing of this AGREEMENT. This retainer is
a non-refundable payment made to engage the resources of THE
FIRM
b. It is understood that the usual rate for THE FIRM is $500 per
hour, in lieu of this, THE FIRM will accept and THE COMPANY
will deliver to THE FIRM, located at 000 Xxxxxx Xxxxxx,
Xxxxxxx, XX 00000, a block of shares of THE COMPANY Common
Stock.
c. Upon presentation of receipts, THE COMPANY, agrees to pay all
necessary and reasonable business expenses for any and all
tasks assigned to THE FIRM, including, but not limited to
travel, entertainment, and material supplies.
3. Competition
a. THE FIRM represents to THE COMPANY that they do not have any
AGREEMENT to provide consulting services to any other party,
firm, or company in the same industries as THE COMPANY, and
will not enter into any such AGREEMENT during the term of this
AGREEMENT.
4. Confidentiality
a. THE FIRM agrees that it will not communicate to any person,
firm, or corporation any information relating to customer
lists, prices, secrets, advertising, nor any confidential
knowledge or secrets which he might from time to time may
acquire with respect to the business of THE COMPANY or any of
its affiliates or subsidiaries. This clause shall survive for
one year after the termination of this AGREEMENT.
5. Defense and Indemnification
a. THE COMPANY agrees, at its sole expense, to defend THE FIRM,
and to indemnify and hold the THE FIRM harmless from, any
claims or suits by a third party against the THE FIRM or any
liabilities or judgments based thereon, either arising from
THE FIRM's performance of services for THE COMPANY under this
AGREEMENT or arising from any Company products which result
from THE FIRM's performance of general services under this
AGREEMENT provided THE FIRM is not liable for any intentional
act or negligence.
6. Term and Termination
a. This AGREEMENT shall be for a term of 12 months, and is
renewable upon reasonable terms and conditions as may be
agreed upon by THE COMPANY and THE FIRM. THE FIRM must be
notified in writing, no less than 60 days prior to the
termination of this agreement of THE COMPANY's intention not
to renew.
b. Termination is upon 60 days written notice between either of
the parties to this AGREEMENT
7. Miscellaneous
a. Any and all work generated on behalf of THE COMPANY including
but not limited to: databases, models, charts and,
presentations, which will remain the sole ownership of THE
COMPANY and will be turned over to THE COMPANY as required.
b. The relationship created by this AGREEMENT shall be that of
independent contractor, and THE FIRM shall have no authority
to bind or act as agent for THE COMPANY or its employees for
any purpose, unless specifically designated by the Chairman in
writing.
c. Notice given by one party to the other hereunder shall be in
writing and deemed to have been properly given or paid if
deposited with the United States Postal Service, registered or
certified mail, addressed as follows:
THE COMPANY Panama Industries, Inc.
00 Xxxxx Xxxxxxxx Xxxxxxxxxx, Xxx Xxxx 00000
THE FIRM Comprehensive Resource Advisors, Inc.
000 Xxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000
d. This AGREEMENT replaces any previous AGREEMENT and the
discussions relating to the subject matters hereof and
constitutes the entire AGREEMENT between THE COMPANY and THE
FIRM with respect to the subject matters of this AGREEMENT.
This AGREEMENT may not be modified in any respect by any
verbal statement, representation, or AGREEMENT made by any
employee, officer, or representative of THE COMPANY, or by any
written documents unless it is signed by an officer of THE
COMPANY and by THE FIRM.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT effective the date
first stated above. This AGREEMENT is bound under the Laws of the State of New
York and shall be construed and enforced in accordance with those laws. Any
remedies on breach of the AGREEMENT will be determined exclusively through
binding arbitration provided by the New York State court system.
By:__________________________________ ________________
Xxxxxx Xxxxxxx- Chairman of the Board Date
By: _________________________________ ________________
Xxx Xxxxxxxxxx - President Date
