CONSULTING AGREEMENT
This Agreement is made as of this May 11, 2000, and amended on March 1,2001 by
and between The Xxxxx Group, Inc., ("the Company") a corporation duly organized
and existing under the laws of New Jersey, with offices at 00 Xxxxxxx Xxxxx,
Xxxx Xxxxxxxx, Xxx Xxxxxx 00000 and ("the Consultant") Xxxxx Xxxxxx, 000 Xxxxx
0xx Xxxxxx, Xxxxxxxxxx, XX 00000.
WHEREAS, the Company is engaged in the business of acquiring and investing in
businesses with high growth potential, and Consultant provide business and
acquisition strategy,
WHEREAS, the Consultant provides business and acquisition strategy services,
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 two (2) years and terminating on December 31, 2002. In exchange for
the Consulting Services (as that term is defined herein), the
Consultants shall receive 2,250,000 shares. As additional
consideration, The Xxxxx Group hereby issues 3,500,000 shares of common
stock; issues a warrant to purchase 2,500,000 shares of common stock at
a price of $0.075; issues a warrant to purchase 1,000,000 shares of
common stock at a price of $0.10; issues a warrant to purchase
1,000,000 shares of common stock at a price of $0.15.
2. The Consultants shall, employing their best efforts, assist the
Company by: providing business and acquisition strategy services.
3. The Consultants shall be independent contractors and shall have no
right or authority to assume or create any obligations or
responsibility, 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 consultants
from pursuing other consulting or design and development projects.
4. The Consultants (including any person or entity acting for or on behalf
of the Consultants) shall not be liable for any mistakes of fact,
errors of judgment, for losses sustained by the company or any
subsidiary or for any acts or omissions of any kind, unless caused by
the negligence or intentional misconduct of the Consultants or any
person or entity acting for or on behalf of the Consultants.
5. The Company and its present and future subsidiaries jointly and
severally, agree to indemnify and hold harmless the Consultants against
any loss, claim, damage or liability whatsoever, (including reasonable
attorneys' 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 Consultants
pursuant to this Agreement if such act or omission did not violate the
provisions of Section 4 of this Agreement. So long as the Company has
not provided counsel to the Indemnified Party in accordance with the
terms of this Agreement, the Company and its subsidiaries agree to
reimburse the defense of any action or investigation (including
reasonable attorney's fees and expenses), subject to any understanding
from such Indemnified Party to repay the Company or its subsidiaries if
it is ultimately determined that such Indemnified Party is not entitled
to such indemnity. In case any action, suit or proceeding shall be
brought or threatened, in writing, against any Indemnified Party, it
shall notify the Company within twenty (20) days after the Indemnified
Party receives notice of such action, suit or such threat. The Company
shall have the right to appoint the Company's counsel to defend such
action, suit or proceeding, provided that such Indemnified Party
consents to such representation by such counsel, which consent shall
not be unreasonably withheld. In the event any counsel appointed by the
Company shall not be acceptable to such Indemnified Party, then the
Company shall have the right to appoint alternative counsel for such
Indemnified Party reasonably acceptable to such Indemnified Party,
until such time as acceptable counsel can be appointed. In any event,
the Company shall, at its sole cost and expense, be entitled to appoint
counsel to appear and participate as co-counsel in the defense thereof.
The Indemnified Party, or its co-counsel, shall promptly supply the
Company's counsel with copies of all documents, pleadings and notices
which are filed, served or submitted in any of the aforementioned. No
indemnified Party shall enter into any settlement without the prior
written consent of the Company, which consent shall not be unreasonable
withheld.
6. This Agreement shall be binding upon the Company and the Consultants
and their successors and assigns.
7. 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.
8. 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 (whether or no similar) shall be binding
unless executed in writing by both parties hereto nor shall such waiver
constitute a continuing waiver.
9. 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.
10. 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 New Jersey.
11. This Agreement contains the entire agreement between the Parties with
respect to the consulting services to be provided to the Company by the
Consultants and supersedes any and all prior understandings, agreement
or correspondence between the Parties.
IN WITNESS WHEREOF, the Company and the Consultants have caused this Agreement
to be signed by duly authorized representatives as of the day and year first
above written.
THE XXXXX GROUP, INC.
/s/ Xxxxxx Xxxxxxxxxxx, Xx.
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Xxxxxx Xxxxxxxxxxx, Xx.
President
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx (Consultant)
