CONSULTING AGREEMENT
This Consulting Agreement is made effective as of January 24, 2002, by and
between 0xxxxx.xxx, Inc., a Nevada corporation (the "Client"), and Xxxxxx
Xxxxxxxxxx (the "Consultant"), having an address c/o Robscott Trading Inc, 0000
Xxxxx Xxx Xxxxx 000, Xxxxx, Xxxxxxx 00000.
Consultant is willing to assist Client in the identification of strategic
business relations and opportunities based on his background and experience.
Client desires to have services provided by Consultant.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. During the Term (as defined herein), the Client
hereby engages the Consultant, subject to the terms and conditions of this
agreement, to provide advice, analysis and recommendations with respect to
the following (the "Services"):
A. Short and long term strategic
planning
B. Short and long term marketing
C. Meeting with/selecting qualified companies for joint business ventures
D. Recruitment/selection of key executives and staff
E. Identification/selection of board members
Consultant shall devote to the performance of the Services such time and
effort as Consultant deems necessary. This engagement is not exclusive and
the Client may engage other consultants to perform any or more Services and
Consultant may provide any Service to other claims.
2. COMPENSATION. In consideration of, and in full payment for, the Services,
the Client hereby agrees to issue to the Consultant, subject to the
provisions of this Section 2, five hundred thousand (500,000) shares of the
Client's common stock, $.001 par value per share (the "Shares"); provided,
however, that prior to issuance of the Shares, the Client will file with
the Securities and Exchange Commission a registration statement on Form S-8
covering the Shares (the "Registration Statement"). Anything contained
herein to the contrary notwithstanding, the parties hereby acknowledge and
agree that the Consultant's obligation to perform hereunder is subject to,
and conditioned upon: (i) the Consultant's receipt of the Client's most
recent annual report and such other reports as filed under the Securities
Exchange Act of 1934, as amended, and otherwise required to be delivered to
the Consultant by the Company under Rule 428 promulgated by the Commission
under the
Securities Act of 1933, as amended (the "428 Information"); (ii) the
effectiveness of the Registration Statement; and (iii) delivery to the
Consultant of stock certificates evidencing the Shares upon their issuance
subsequent to the effectiveness of the Registration Statement. The
Consultant shall have forty-eight (48) hours following receipt of the 428
Information during which to rescind this Agreement, rendering it null and
void and without any obligations as to the parties hereto; provided,
however, failure by the Consultant to respond within such 48 hour period
shall be deemed an acceptance by the Consultant of this Agreement.
3. TERM/TERMINATION. This Agreement shall be effective for a period of (6)
months from the effective date of the Registration Statement.
4. EXPENSE REIMBURSEMENT. Consultant shall not be entitled to reimbursement
from Client for out of pocket expenses
5. SUPPORT SERVICES. Client will not provide support services, including
office space and secretarial services, for the benefit of Consultant.
6. NEW PROJECT APPROVAL. Consultant and Client recognize that the Consultant's
services will include working on various projects for Client. Consultant
shall obtain the approval of Client prior to the commencement of any new
project.
7. RELATIONSHIP OF PARTIES. The parties understand that the Consultant is an
independent contractor with respect to Client and not an employee of
Client. Client will not provide fringe benefits, including health insurance
benefits, paid vacation or any other employee benefit, for the benefit of
the Consultant.
8. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered in person or deposited in the United
States mail, postage prepared, addressed as follows:
If for the Consultant:
Xxxxxx Xxxxxxxxxx
Robscott Trading, Inc.
0000 Xxxxx Xxx
Xxxxx, Xxxxxxx 00000
If for the Client:
0xxxxx.xxx, Inc
00 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
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Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
9. INDEPENDENT CONTRACTOR RELATIONSHIP. Consultant and the Client are
independent contractors and nothing contained in this Agreement shall be
constructed to place them in the relationship of partners, principal and
agent, employer/employee or joint ventures. Neither party shall have the
power or right to bind or obligate the other party, nor shall it hold
itself out as having such authority.
10. INDEMNIFICATION. Client shall indemnify and hold harmless the Consultant
from and against any and all losses, damages, liabilities, and reasonable
attorneys fees, court costs and expenses resulting or arising from any
third-party claim, actions, proceedings, investigations, or litigation
relating to or arising from or in connection with this Agreement, or any
act or omission by Client.
11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supersedes any prior
written or oral agreements between the parties.
12. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
13. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provisions
of this Agreement is invalid or enforceable, but that by limiting such
provision it would become valid and enforceable, then such provision shall
be deemed to be written, constructed, and enforces as so limited.
14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be constructed as a waiver of that
party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
15. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Florida.
[signature page to follow]
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CLIENT: CONSULTANT:
Date: January 24, 2002 Date: January 24, 2002
0XxXxx.xxx, Inc.
By: /s/ Xxxxxx X. XxXxxxxxx /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx X. XxXxxxxxx Xxxxxx Xxxxxxxxxx
Title: President
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