EXHIBIT 10.1
CONSULTING AGREEMENT
This agreement made on January 2, 1997, by and between Arxa International
Energy, Inc. having its business address at 0000 Xxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxx 00000 (hereinafter the "Company") and Wharton Capitol Corp., 00 Xxxx
Xxxxxx, Xxxxxxxxx, X. Y. 11768 or (hereinafter the "Consultant").
In the consideration of the mutual promises contained herein and on the terms
and conditions hereinafter set forth, the Company and the Consultant agree as
follows:
1. PROVISIONS OF SERVICES:
(1) Consultant agrees, to the extent reasonably required in the conduct of
business of the Company to place at the disposal of the Company his judgement
and to provide business development services to the Company including the
following:
(I) Advice with respect to finance and marketing plans;
(II) Assistance in development of public relations plans and media;
(III) Evaluation of future financing and advice with respect to potential
acquisitions;
(IV) Advice with respect to short and long-term strategic business plans;
(V) Other related services deemed necessary by the Company.
(b) Consultant agrees to use his best efforts in the furnishing of advice
recommendations, and for this purpose Consultant shall at all times maintain
or keep available an adequate organization of personnel or a network of
outside professionals for the performance of its obligations under this
agreement.
2. COMPENSATION: In consideration of Consultant agreeing to provide services
described herein, the Company agrees to deliver 50,000 common shares free
and clear of all liens, which shares shall be registered by the Company
at its expense with the Securities and Exchange Commission as soon as
practicable after the date hereof, (in lieu of cash) as a retainer to the
Consultant upon signing of the Agreement and aforementioned is to
commence immediately. Additional compensation will be issued as needed
and mutually agreed upon by both parties.
The Company agrees to reimburse Consultant for reasonable expenses by the
Consultant in connection with services hereunder. All expenses in excess
of $2,000.00 shall by approved in advance by the Company.
3. LIABILITY OF CONSULTANT: In furnishing the Company with management advice
and other services as herein provided, neither Consultant nor any officer,
director or agent thereof shall not be liable to the Company or its
creditors for errors of judgment or for any matters except willful
malfeasance, bad faith or gross negligence in the performance or its
duties or reckless disregard of its obligations and duties under the
terms of this Agreement.
It is further understood and agreed that Consultant may rely upon
information furnished to it by the Company which Consultant reasonably
believes to be accurate and reliable and that, except as herein provides,
Consultant shall not be accountable for any loss suffered by the Company
by the reason of the Company's action or non-action on the basis if any
advice, recommendation or approval of Consultant, its partners, employees
or agents, except as provided in the previous paragraph hereof.
4. STATUS OF CONSULTANT: Consultant shall be deemed to be an independent
contractor and, except as expressly provided or authorized in the
Agreement, shall have no authority to act or represent the Company.
5. OTHER ACTIVITIES OF CONSULTANT: The Company recognizes that Consultant now
renders and may continue to render management and other services to other
companies which may or may not have policies and conduct activities
similar to those of the Company. Consultant shall be free to render such
advice and other services and the Company hereby consents thereto.
Consultant shall not be required to devote its full time and attention to
the performance of its duties under this Agreement, but shall devote only
so much of its time and attention as the Company and Consultant mutually
deem reasonable and necessary for such purposes.
6. CONTROL: Nothing contained herein shall be deemed to require the Company to
take any action contrary to its Certificate of Incorporation or By-Laws,
or any applicable statue or regulation, or to deprive its Board of
Directors of their responsibility for any control of the conduct or the
affairs of the Company.
7. TERMS: Consultant's retention hereunder shall be for a term of twelve
months commencing on the date of this Agreement.
8. MISCELLANEOUS: This Agreement is executed in and shall be constructed and
interpreted according to the laws of the State of Texas.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of
the day and year first above written.
By: /s/ XXXXXX XXXXXXXX, XX. By: /s/ XXXX XXXXXX
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Wharton Capitol Corp. Xxxx Xxxxxx, President
Arxa International Energy,Inc.
