Exhibit 10.8 Consulting Agreement
CONSULTING AGREEMENT
THIS AGREEMENT (the "agreement") is entered into as of March
10, 2000 by and between Floridino's International Holdings Inc.,
(the "Company") and The Ephraim Group (the "Consultant").
WHEREAS, the parties had previously entered into a
Consulting Agreement in June 1999 for the purpose of the Company
engaging the Consultant to provide various consulting work
relating to the organizing, structuring and marketing the
Company;
WHEREAS, the parties have agreed to modify and amend the
terms of their Agreement and that the previous Consulting
Agreement be hereby canceled and terminated with the
understanding that the terms and provisions contained in the
instant Consulting Agreement shall exclusively govern their
relationship;
NOW THEREFORE, in consideration of the recitals, promises
and conditions in this Agreement, the Company and the Consultant
agree as follows:
1. Consulting Services
Company hereby retains Consultant, commencing on May 1,
1999, to render advice and consulting on behalf of the Company's
division, known as Floridino's Specialties Inc., as follows:
a. To organize, structure and oversee the daily
operations of the sales, marketing and manufacturing of the
Floridino's Specialties division, which operates from the
plant located at 0000 Xxxxx Xxxx 00 Xxxxx, xx Xxxxxxxx, Xxxxxxx
which includes managing the production process to maximize
existing capacity, improve operating efficiencies and enhance
equipment utilization;
b. To expand the operations and further the
marketing of the Floridino's Specialties division and to expand
the marketing and sales of the products within that division;
c. To implement all appropriate quality
assurance measure and ensure product consistency and quality;
d. To oversee the hiring of key manufacturing
personnel and develop an appropriate organizational structure for
Floridino's Specialties.
2. Term
The term of this consulting Agreement shall be for a period
of five (5) years and shall not be terminable by either party
only for failure of Consultant to perform its obligations as set
forth in the proposal letter of the Consultant any time upon
notice.
3. Compensation of Consultant
The Company shall compensate the Consultant in relation to
the work performed by providing the Consultant or its nominees
with One Hundred Thousand (100,000) shares of restricted common
stock in the Company for the first year of the Agreement subject
to a three year lock up. Upon the attainment and performance of
the Floridino's Specialties division of net income of at least
$500,000.00 in each year of this agreement, the Company shall for
each year, commencing during the second year of this Agreement,
compensate the Consultant in relation to the work performed by
providing the Consultant or its nominees with One Hundred
Thousand (100,000) warrants each of which will entitle the
Consultant to purchase one share of restricted common stock in
the Company as follows:
a. During the second year of the agreement, at a
price of $2.00 per share less than the five day average trading
price as quoted on the Over the Counter Market on the date
Consultant wishes to exercise its option
b. During the third year of the agreement, at a
price of $3.00 per share less than the five day average trading
price as quoted on the Over the Counter Market on the date
Consultant wishes to exercise its option
c. During the fourth and fifth year, at a price
of $4.00 per share less than the five day average trading price
as quoted on the Over the Counter Market on the date Consultant
wishes to exercise its option
In the event a majority of the Company's shares are acquired
by another entity or taken over, the Consultant may accelerate
its entitlement to the warrants remaining under this Agreement up
to Five Hundred Thousand (500,000) warrants. In addition, the
Consultant will receive $.05 for each item, except pazzo rolls
which are to be determined by the dozen, produced by the Company
commencing on May 1, 1999. Consultant will not be entitled to
exercise any option or warrants under this Agreement during any
year which Floridino's Specialties fails to reach net income
$500,000.00. Any options or warrants not exercised during any
given year shall not be accrued, transferred or become
exercisable during any subsequent year.
4. Relationship of Parties
For the purposes of the internal revenue code, this
Agreement shall not constitute an employer-employee relationship.
It is the intention of each party that Consultant shall be an
independent contractor and not an employee of the Company.
Consultant shall not have the authority to act as the agent of
the Company except when such authority is specifically delegated
to Consultant by the Company. Subject to the express provisions
herein, the manner and means utilized by Consultant are at the
discretion of the Consultant. All compensation paid to
Consultant hereunder shall constitute earnings to Consultant from
self-employment income.
5. Confidentiality
As a condition to the Consultant furnishing information and
advice under this Agreement, the Company agrees to treat with the
strictest confidence all such information ("Confidential
Information") which is furnished to the Company, its directors,
officers, employees, attorneys, accountants, advisors, agents
and/or other representatives (collectively, "Representatives") by
or on behalf of the Consultant or any companies or individuals
related to the Consultant. As used herein, the term
"Confidential Information" shall also include all analysis,
compilations, studies or other materials containing or generated
from, in whole or in part, information furnished to the Company
by or on behalf of the Undersigned, except that information which
is public knowledge. The Confidential Information will be kept
confidential and will not, except as hereinafter provided or as
required by applicable law, be disclosed by the Company or its
Representatives to any person without our prior written consent
and will not be used by the Company or its Representatives other
than for the purpose of evaluating the Transaction. The Company
shall not disclose to any person or organization (other than
those authorized hereunder) (a) the fact that the Confidential
Information has been made available to the Company, (b) the fact
that discussions or negotiations are taking place, or (c) any of
the terms or facts with respect to the possible Transaction,
including the status thereof. In the event that the Company
decides not to proceed with the proposed transaction or upon our
request, it will promptly deliver to the Consultant all of the
Confidential Information, including all copies, reproductions,
summaries, analyses or extracts thereof or based thereon, in the
possession or control of the Company or any of its
Representatives. Notwithstanding the return of any Confidential
Information, the Company will continue to be bound by its
obligation of confidentiality and other obligations hereunder.
In addition, the Company agrees that neither it nor its
organization(s) nor its Representatives will enter into any
agreement or other arrangement with any third party introduced to
it by the undersigned or conduct any discussions with such party
without our prior written consent, for a period of two years from
the date of this agreement.
6. Notices
Any notice, request, demand or other communication required
or permitted hereunder shall be deemed to be property given when
personally served in writing or when deposited in the United
States mail, postage prepaid, addressed to the other party at the
address appearing at the end of this Agreement. Either party may
change its address by written notice made in accordance with this
section.
7. Benefit of Agreement
This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective legal
representatives, administrator, executors, successors,
subsidiaries and affiliates.
8. Counterparts
This Agreement may be executed in any number of
counterparts, including counterparts transmitted by telecopier or
FAX, any one of which shall constitute an original of this
Agreement. When counterparts of facsimile copies have been
executed by all parties, they shall have the same effect as if
the signature to each counterpart or copy where upon the document
and copies of such signature may be transferred to a single
document upon the request of any party.
9. Assignment
This Agreement may not be assigned by the Consultant in any
manner whatsoever.
10. Sundry Provisions
(a) The parties agree that this transaction and
agreement shall be governed by the federal laws of the United
States and, where no conflict exists, under the laws of the State
of New York. The parties submit to the jurisdiction of New York
for the settlement and adjudication of any and all disputes.
(b) The descriptive headings of the several Articles and
sections of this Agreement are inserted for convenience only and
shall not control or affect in any way or to any extent the
meaning, construction or interpretation of this Agreement or of
any of the provisions hereof.
(c) In the event there is any conflict between the terms of
the instant Agreement and the attached Exhibit, the terms of the
instant Agreement shall control and supercede.
11. Entire Agreement; Modifications
This Agreement constitutes the entire agreement between the
Company and the Consultant. No promises, guarantees, inducements
or agreements, oral or written, expressed or implied, have been
made other than as contained in this Agreement. This Agreement
can only be modified or changed in writing signed by both
parties.
IN WITNESS WHEREOF, the parties hereto have hereby executed
this Agreement the day and year first above written.
THE EPHRAIM GROUP FLORIDINO'S INTERNATIONAL
HOLDINGS INC.
________________________ ________________________
By: By:
