Exhibit 10.8 CONSULTING AGREEMENT
CONSULTING AGREEMENT
THIS AGREEMENT (the "agreement") is entered into as of June
, 1999 by and between Floridino's International Holdings Inc.,
(the "Company") and The Ephraim Group (the "Consultant").
WHEREAS, the Company is desirous of engaging the Consultant
to provide various consulting work relating to the organizing,
structuring and marketing the Company;
NOW THEREFORE, in consideration of the recitals, promises and
conditions in this Agreement, the Company and the Consultant agree
as follows:
1. CONSULTING SERVICES
Company hereby retains Consultant to render advice and
consulting on the marketing of the Company, to organize the
manufacturing and engineering of the Company's production process,
to develop an organizational structure, policies and procedures
for the Company's normal operations of business and to advise on
investor relations promotions. The specific obligations and
responsibilities of the Consultant are set forth on the proposal
letter of the Consultant attached to this Agreement as Exhibit A
which is incorporated by reference herein.
2. TERM
The term of this consulting Agreement shall be for a period
of five (5) years and shall not be terminable by either party only
for failure of Consultant to perform its obligations as set forth
in the proposal letter of the Consultant any time upon notice.
3. COMPENSATION OF CONSULTANT
The Company shall compensate the Consultant in relation to
the work performed by providing the Consultant or its nominees
with One Hundred Thousand (100,000) shares of restricted common
stock in the Company for the first year of the Agreement. The
Company shall each year thereafter compensate the Consultant in
relation to the work performed by providing the Consultant or its
nominees with One Hundred Thousand (100,000) warrants each of
which will entitle the Consultant to purchase one share of
restricted common stock in the Company for a price of $2.00 per
share during the second year of the agreement, $3.00 per share
during the third year of the agreement and $4.00 per share during
the fourth and fifth year of the agreement. In the event a
majority of the Company's shares are acquired by another entity or
taken over, the Consultant may accelerate its entitlement to the
warrants remaining under this Agreement up to Five Hundred
Thousand (500,000) warrants. In addition, the Consultant will
receive $.05 for each item, except pazzo rolls which are to be
determined by the dozen, as set forth in the proposal letter,
attached as Exhibit A, produced by the Company commencing on May
1, 1999. Additionally, the Consultant will be reimbursed for
reasonable expenses and disbursements incurred during the
performance of its duties with the Company as approved by the
Company. The Consultant shall submit an expense report to the
Company within a reasonable time of incurring its disbursements
for approval by the Company. For the first year of the Agreement,
only expenses will be reimbursed.
4. RELATIONSHIP OF PARTIES
For the purposes of the internal revenue code, this Agreement
shall not constitute an employer-employee relationship. It is the
intention of each party that Consultant shall be an independent
contractor and not an employee of the Company. Consultant shall
not have the authority to act as the agent of the Company except
when such authority is specifically delegated to Consultant by the
Company. Subject to the express provisions herein, the manner and
means utilized by Consultant are at the discretion of the
Consultant. All compensation paid to Consultant hereunder shall
constitute earnings to Consultant from self-employment income.
5. CONFIDENTIALITY
As a condition to the Consultant furnishing information and
advice under this Agreement, the Company agrees to treat with the
strictest confidence all such information ("Confidential
Information") which is furnished to the Company, its directors,
officers, employees, attorneys, accountants, advisors, agents
and/or other representatives (collectively, "Representatives") by
or on behalf of the Consultant or any companies or individuals
related to the Consultant. As used herein, the term "Confidential
Information" shall also include all analysis, compilations,
studies or other materials containing or generated from, in whole
or in part, information furnished to the Company by or on behalf
of the Undersigned, except that information which is public
knowledge. The Confidential Information will be kept confidential
and will not, except as hereinafter provided or as required by
applicable law, be disclosed by the Company or its Representatives
to any person without our prior written consent and will not be
used by the Company or its Representatives other than for the
purpose of evaluating the Transaction. The Company shall not
disclose to any person or organization (other than those
authorized hereunder) (a) the fact that the Confidential
Information has been made available to the Company, (b) the fact
that discussions or negotiations are taking place, or (c) any of
the terms or facts with respect to the possible Transaction,
including the status thereof. In the event that the Company
decides not to proceed with the proposed transaction or upon our
request, it will promptly deliver to the Consultant all of the
Confidential Information, including all copies, reproductions,
summaries, analyses or extracts thereof or based thereon, in the
possession or control of the Company or any of its
Representatives. Notwithstanding the return of any Confidential
Information, the Company will continue to be bound by its
obligation of confidentiality and other obligations hereunder. In
addition, the Company agrees that neither it nor its
organization(s) nor its Representatives will enter into any
agreement or other arrangement with any third party introduced to
it by the undersigned or conduct any discussions with such party
without our prior written consent, for a period of two years from
the date of this agreement.
6. NOTICES
Any notice, request, demand or other communication required
or permitted hereunder shall be deemed to be property given when
personally served in writing or when deposited in the United
States mail, postage prepaid, addressed to the other party at the
address appearing at the end of this Agreement. Either party may
change its address by written notice made in accordance with this
section.
7. BENEFIT OF AGREEMENT
This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective legal
representatives, administrator, executors, successors,
subsidiaries and affiliates.
8. COUNTERPARTS
This Agreement may be executed in any number of counterparts,
including counterparts transmitted by telecopier or FAX, any one
of which shall constitute an original of this Agreement. When
counterparts of facsimile copies have been executed by all
parties, they shall have the same effect as if the signature to
each counterpart or copy where upon the document and copies of
such signature may be transferred to a single document upon the
request of any party.
9. ASSIGNMENT
This Agreement may not be assigned by the Consultant in any
manner whatsoever.
10. SUNDRY PROVISIONS
(a) The parties agree that this transaction and agreement
shall be governed by the federal
laws of the United States and, where no conflict exists, under
the laws of the State of New York. The parties submit to the
jurisdiction of New York for the settlement and adjudication of
any and all disputes.
(b) The descriptive headings of the several Articles and
sections of this Agreement are inserted for convenience only and
shall not control or affect in any way or to any extent the
meaning, construction or interpretation of this Agreement or of
any of the provisions hereof.
(c) In the event there is any conflict between the terms of
the instant Agreement and the attached Exhibit, the terms of the
instant Agreement shall control and supercede.
11. ENTIRE AGREEMENT; MODIFICATIONS
This Agreement constitutes the entire agreement between the
Company and the Consultant. No promises, guarantees, inducements
or agreements, oral or written, expressed or implied, have been
made other than as contained in this Agreement. This Agreement
can only be modified or changed in writing signed by both parties.
IN WITNESS WHEREOF, the parties hereto have hereby executed
this Agreement the day and year first above written.
THE EPHRAIM GROUP FLORIDINO'S INTERNATIONAL
HOLDINGS INC.
________________________ ________________________
By: By:
