EXHIBIT 10.2
CONSULTING AGREEMENT
THIS AGREEMENT (The "Agreement") is entered into on the 21st day of September,
2005 by and between Strategic Growth Ventures, Inc., a company having an office
located at 000 X. Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 (hereinafter referred to as
"the Consultant") COMMUNICATIONS RESEARCH INC..(hereinafter referred to as "the
Company") 00 Xxxxxx Xxxxxx Xxxx Xxxxx 000 Xxxxxx, XX 00000.
WHEREAS, Company is desirous of the Consultant performing certain
services on its behalf as more specifically set forth herein ("the Services");
WHEREAS, the Consultant desires to perform the Services for Company;
and
WHEREAS, the parties have agreed that the Consultant will provide the
Services according to the terms and conditions set forth in this agreement.
NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Appointment
Company hereby appoints and engages the Consultant pursuant to the
terms and conditions of this Agreement. Consultant accepts such
appointment and agrees to perform the Services set forth herein.
2. Engagement
Company engages Consultant to provide the Services and Consultant
accepts said engagement and agrees to provide the Services to Company.
3. Description of Services
During the term of this Agreement, Consultant will provide the Company
with marketing and strategic planning services related to the ongoing
operations of the Company's business. Consultant shall provide these
services on an "As Needed" basis. In performing the Services,
Consultant shall comply with all applicable securities laws, including
advising any prospective investor it may contact relative to an
investment in the Company as to the terms of its compensation under
this Agreement. All information provided by the Consultant to any
investor shall be consistent with written information contained in the
Company's website or public filings with the SEC or otherwise
authorized by the Company to be disseminated by the Consultant.
The Consultant will market only to "accredited investors," as that term
is defined in Rule 501(a) of the Securities Act of 1933, as amended
(the "Act"), if necessary will assist the Company in preparing a
confidential offering memorandum ("Memorandum") which Memorandum will
include, a confidential term sheet with summaries of the Transaction
terms and conditions, the subscription materials, and such other items
deemed necessary by the Company, Placement Agent, and their respective
counsel.
4. Term of Agreement
This Agreement shall become effective upon execution hereof and shall
continue thereafter and remain in effect for a period of 6 months (the
"Term").
Each party shall have the right to terminate the Agreement immediately
upon the provision of notice at any time with or without cause.
5. Equity Swap
Upon receipt of the Compensation as detailed in Xxxxxxxxx 0, Xxxxxxxxx
Xxxxxx Ventures, Inc. will issue to Company a dollar amount of the
common stock of SGWV equal to the dollar value of the consulting fee
paid to Consultant based upon the closing price on the day this
contract is executed. Said shares will be 144 shares with a holding
period of 1 year.
6. Compensation
In consideration for the services to be provided, the Company shall
immediately pay to the Consultant a total of 2,000,000 shares of the
Company's common stock (the "Shares") of CRHI.
The foregoing shares of the Company's Common stock payable to the
Consultant (collectively, the "Shares") shall be:
Months 1-6 (Total): 2,000,000 Restricted Shares
Said Shares shall be delivered to STRATEGIC GROWTH VENTURES, INC.,
LOCATED AT 000 X. XXXXXXXX XXXXXX, XXXXX, XX 00000.
The parties agree that the Consultant will be deemed to have earned the
Shares upon execution of this Agreement and the Company shall have no
defense for failing to deliver the Shares.
In the event that the Company shall fail to deliver the Shares as
agreed, Consultant shall not be obligated to perform any consulting
services or to continue with the performance of any services until
Consultant has received the required Shares.
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7. Where Services shall be performed
The Services shall be performed by Consultant at any office location
deemed appropriate by Consultant.
8. Use of Services/Materials Created by Consultant
Company agrees that the Services, materials, products or intellectual
property created by Consultant will not be used by Company to: promote
Company's common stock in connection with investor relations, in
connection with marketing of Company's common stock, or in connection
with an offering of Company's common stock, either by Company directly
or indirectly through any third parties.
9. Termination
This Agreement may be terminated by either party prior to the
expiration of the term as follows:
a. Upon the bankruptcy or liquidation of the other party, whether
voluntary or involuntary;
b. Upon the other party taking the benefit of any insolvency law;
c. Upon the other party having or applying for a receiver
appointed for either party.
10. Consultant as Independent Contractor
Consultant shall provide the Services as an independent contractor, and
not as an employee of Company or any company affiliated with Company.
Consultant has no authority to bind Company or any affiliate of Company
to any legal action, contract, agreement, or purchase. Consultant is
not entitled to any medical coverage, life insurance, savings plans,
health insurance, or any and all other benefits afforded to Company
employees.
11. Consultant/Company May Engage in Conflicting Activities
Company acknowledges that Consultant does, and shall, represent and
service other and multiple clients in the same manner as it does
Company, and that Company is not an exclusive client of Consultant.
12. Amendments
This Agreement may be modified or amended, provided such modifications
or amendments are mutually agreed upon by and between the parties
hereto and that said modifications or amendments are made in writing
and signed by both parties.
13. Severability
If any provision of this Agreement shall be held contrary to law,
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any
provision of this Agreement is contrary to law, invalid or
unenforceable, and that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
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14. Applicable Law and Notice
This Agreement is executed pursuant to, and shall be interpreted and
governed for all purposes by, the laws of the State of Florida for
which the Courts in Hillsborough County, Florida shall have
jurisdiction. If any provision of this Agreement is declared void, such
provision shall be deemed severed from this Agreement, which shall
otherwise remain in full force and effect.
Notice to either party shall be certified or overnight express mail
delivery at the address set forth herein:
Notices If to Consultant, to: Strategic Growth Ventures, Inc.
000 X. Xxxxxxxx Xx.
Xxxxx, XX 00000
If to Company, to: COMMUNICATIONS RESEARCH INC.
00 Xxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxx, XX 00000
15. Inurement
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
personal representatives, successors, and assigns.
16. Authority to Execute and Perform Agreements
Company has the full legal right and power and all authority and
approval required to enter into, execute and deliver this Agreement and
to perform fully the obligations hereunder including approval by the
Board of Directors of Company. This Agreement has been duly executed
and delivered and is the valid and binding obligation of Company
enforceable in accordance with its terms, except as may be limited by
bankruptcy, moratorium, or insolvency, or other similar laws generally
affecting the enforcement of creditor's rights. The execution and
delivery of this Agreement and the other agreements contemplated
hereunder, and the consummation of the transactions contemplated hereby
and thereby, and the performance by Company of this Agreement, in
accordance with their respective terms and conditions, will not:
d. require the approval or consent of any foreign, federal,
state, county, local, or other governmental or regulatory body
or the approval or consent of any other person'
e. conflict with or result in any breach or violation of any of
the terms and conditions of, or constitute (or with notice or
laps of time or both would constitute) a default under any
order, judgment, or decree applicable to Company, or any
instrument, contract, or other agreement to which Company is a
party or by or to which Company is bound or subject; or
f. result in the creation of any lien or other encumbrance on the
assets or properties of Company.
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17. Legal Proceedings
By entering into this Agreement, the parties agree to the jurisdiction
of the Hillsborough County, Courts in the state of Florida. In the even
of any litigation arising under this Agreement, the prevailing party
shall be entitled to recover all costs including reasonable attorneys'
fees. It is agreed and understood that if the Company fails to deliver
the Shares, the Consultant may xxx for specific performance together
with any legal remedies available.
18. Indemnification
The Company agrees to indemnify and hold harmless the Consultant from
any action resulting from the issuance of the Shares. Said
indemnification to include all fees and costs including attorneys' fees
which the Consultant may incur. Consultant shall have the right to
designate its own counsel for representation arising out of any
indemnification and the costs thereof shall be borne by the Company.
This Agreement entered into the date set forth above.
Consultant
/s/ Xxxx Xxxxxxxx
-----------------------
Strategic Growth Ventures, Inc.
Company:
/s/ Xxxx X. Xxxxxxx
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COMMUNICATIONS RESEARCH INC.
