EXHIBIT 10.12
BUSINESS CONSULTING AGREEMENT
This BUSINESS CONSULTING AGREEMENT (this "Agreement") made as of this 12th day
of April, 2001 is by and between Intraco Systems, Inc., Inc., a Nevada
corporation, with its principal place of business at 0000 XXX Xxxx, Xxxxx 000
Xxxxx 000, Xxxx Xxxxx, XX 00000 (the "Company"), and SBZ Investments and Xxxxxx
Xxxxxxx-Xxxxx, Principal with its principal place of business at 00 Xxxxx Xx.,
Xxxxxxx Xxxxx, XX 00000 (the "Consultant").
R E C I T A L S:
The Company is a public company with a class of equity securities publicly
traded, and desires to retain Consultant to provide certain consulting services.
Consultant has provided acquisition-related and other consulting services in the
past and desires to provide certain additional consulting services to the
Company in accordance with the terms and conditions contained hereinafter.
The Company does not have cash sufficient to pay for such services and desires
to issue common stock as compensation.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the
parties hereto hereby agree as follows:
CONSULTING SERVICES. During the term of this Agreement, Consultant is
hereby retained by the Company to provide accounting and acquisition consulting
services to the Company, as said services relate to corporate finance matters,
including, without limitation, advice regarding acquisitions, consolidations,
mergers, joint ventures and financial strategies. Consultant shall provide such
consulting services as reasonably requested by the Company during the term of
this Agreement, provided that nothing hereunder shall require Consultant to
devote a minimum number of hours per calendar month toward the performance of
services hereunder. The level and scope of services that may reasonably be
requested hereunder shall be dependent, in part, on the amount of compensation
to be paid Consultant by the Company hereunder. Unless otherwise agreed to by
Consultant, all services hereunder shall be performed by Consultant, in its sole
discretion, at its principal place of business or other offices. Notwithstanding
anything contained herein to the contrary, the services to be performed by
Consultant hereunder may be performed by any employee or consultant to
Consultant.
TERM. The term of this Agreement shall be for one year commencing as of
the date first written above and terminating one day prior to the first
anniversary hereof; provided, however, that this Agreement shall be renewable
for subsequent one year terms, by mutual agreement of the parties in writing, at
least thirty (30) days prior to the expiration of the then current term.
COMPENSATION. In consideration for the performance of services
hereunder, the Company hereby agrees to pay Consultant the aggregate sum of
1,500,000 shares of the Company's common stock as full compensation for the term
of this Agreement, based on the current stock price of approximately $.05 per
share, as follows: (a) 500,000 shares shall be issued for services rendered and
to be rendered in fiscal 2001, (b) 500,000 shares shall be issued for services
to be rendered in fiscal 2002, and (c) 500,000 shares shall be issued for
introduction of potential customers and acquisitions. The Consultant is
responsible for all of his incidental out of pocket expenses. The Company hereby
agrees to pay on a pre-approval basis extraordinary expenses incurred by
Consultant in connection with such services to be rendered hereunder. Consultant
may, from time to time, deem it to be in the best interests of the Company to
retain an outside consultant in connection with certain specific acquisitions or
proposed transactions. In such event, the Company hereby agrees to pay any and
all fees and expenses of such consultant. In addition, SBZ shall receive 500,000
cashless options at a price of $.10.
REPRESENTATIONS OF THE COMPANY. The Company hereby represents and
warrants that any and all information supplied hereunder to Consultant in
connection with any and all services to be performed hereunder by Consultant for
and on behalf of the Company shall be true, complete and correct as of the date
of such dissemination and shall not fail to state a material fact necessary to
make any of such information not misleading. The Company hereby acknowledges
that the ability of Consultant to adequately provide accounting and acquisition
related consulting services hereunder and/or to initiate and/or effectuate
introductions on behalf of the Company with respect to potential acquisitions is
dependent upon the prompt dissemination of accurate, correct and complete
information to Consultant. In addition, and notwithstanding anything contained
herein to the contrary, nothing hereunder shall obligate Consultant to make any
minimum number of introductions hereunder or to initiate any merger or
acquisitions involving or relating to the Company. The Company further
represents and warrants hereunder that this Agreement and the transactions
contemplated hereunder, have been duly and validly authorized by all requisite
corporate action; that the Company has the full right, power and capacity to
execute, deliver and perform its obligations hereunder; and that this Agreement,
upon execution and delivery of the same by the Company, will represent the valid
and binding obligation of the Company enforceable in accordance with its terms.
The representations and warranties set forth herein shall survive the
termination of this Agreement.
INDEMNIFICATION. The Company hereby agrees to indemnify, defend and
hold harmless Consultant, its officers, directors, principals, employees,
affiliates, and shareholders, and their successors and assigns from and against
any and all claims, damages, losses, liability, deficiencies, actions, suits,
proceedings, costs or legal expenses (collectively the "Losses") arising out of
or resulting from: (i) any breach of a representation, or warranty by the
Company contained in this Agreement; or (ii) any activities or services
performed hereunder by Consultant, unless such Losses were the result of the
intentional misconduct or gross misconduct of Consultant; or (iii) any and all
costs and expenses (including reasonable attorneys' and paralegals' fees)
related to the foregoing, and as more fully described below.
AMENDMENT. No modification, waiver, amendment, discharge or change of
this Agreement shall be valid unless the same is evidenced by a written
instrument, executed by the party against which such modification, waiver,
amendment, discharge, or change is sought.
NOTICES. All notices, demands or other communications given hereunder
shall be in writing and shall be deemed to have been duly given when delivered
in person or transmitted by facsimile transmission or the third calendar day
after being mailed by United States registered or certified mail, return receipt
requested, postage prepaid, to the addresses herein above first mentioned or to
such other address as any party hereto shall designate to the other for such
purpose in the manner hereinafter set forth.
ENTIRE AGREEMENT. This Agreement contains all of the understandings and
agreements of the parties with respect to the subject matter discussed herein.
All prior agreements, whether written or oral, are merged herein and shall be of
no force or effect.
SEVERABILITY. The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement affect the balance of such provision. In the event that any one or
more of the provisions contained in this Agreement or any portion thereof shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
this Agreement shall be reformed, construed and enforced as if such invalid,
illegal or unenforceable provision had never been contained herein.
CONSTRUCTION AND ENFORCEMENT. This Agreement shall be construed and
interpreted in accordance with the laws of the state of Florida. The parties
hereto agree that any dispute arising under this Agreement, whether during the
Term of at any subsequent time, shall be resolved exclusively through
arbitration in the state of Florida.
BINDING NATURE. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the parties, and their respective
successors and assigns.
COUNTERPARTS. This Agreement may be executed in any number of
counterparts, including facsimile signatures which shall be deemed as original
signatures. All executed counterparts shall constitute one Agreement,
notwithstanding that all signatories are not signatories to the original or the
same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
Intraco Systems, Inc., Inc.
By: /s/ XXXX XXXXXX
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Xxxx Xxxxxx, President
SBZ Investments
By: /s/ XXXXXX XXXXXXX-XXXXX
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Xxxxxx Xxxxxxx-Xxxxx
