▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CONSULTING AGREEMENT dated as of the 30th day of July, 1998, between ▇▇▇▇▇
▇▇▇▇▇▇▇▇ & Monroe, Inc., of La Destra ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, and Accident
Prevention Plus, Inc., of ▇▇▇ ▇▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇ - ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Accident Prevention Plus, Inc. desires to hire ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Monroe, Inc to
assist and asvise for commercial application in The United States and and the
rest of the western hemisphere as to Corporate Structure, Capital Acquisition,
Contract Application, Equity Partners and Mergers and Acquisitions. It will also
advise and coordinate procedures for geographic allocation of business resources
in areas described in this paragraph.
1. Services; Term
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc. hereby agrees to provide services as consultant to
Accident Prevention Plus, LLC, Inc. for a period of five years commencing on the
thirtieth of July, 1998, for five years terminating on thirtieth of July, 2003.
2. Services to be performed
(See Attachment A)
3. Compensation
a) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Monroe, Inc. shall be retained as described in item number
1, above: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc., and its associates is to receive
10% of the stock in the new company, (Accident Prevention Plus, Inc.) to be
formed. The 10% can not be diluted by the issuance of new stock to officers
and directors for a period of five years.
4. Travel Expenses
In the event that, at Accident Prevention Plus, Inc.'s request, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ &
Monroe, Inc. or its representatives is required to travel away from their
corporate offices in Mill Neck, New York, in the performance of their duties
hereunder, the Accident Prevention Plus, Inc. shall reimburse the corporation
for all expenses incurred by the corporation or its representatives in
connection with such travel.
5. Termination
This Agreement may be terminated prior to the end of the Term:
(a) By Accident Prevention Plus, Inc. if ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc. does not
conform to agreed upon stipulation in this contract and as is outlined in number
2, or any other documents pertaining to said paragraph #2, above which are
mutually agreed upon and signed by both parties. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Monroe, Inc.
shall retain all stock and rights prior to any termination.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CONSULTING AGREEMENT dated as of the _________________ day of July, 1998,
between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Monroe, Inc., of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Accident Prevention Plus, LLC, of ▇▇▇ ▇▇▇▇ ▇▇▇. ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
Accident Prevention Plus, LLC desires to hire ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Monroe, Inc. to
assist and advise for commercial application in The United States and the rest
of the western hemisphere as to Corporate Structure, Capital Acquisition,
Contract Application, Equity Partners and Mergers and Acquisitions. It will also
advise and coordinate procedures for geographic allocation of business resources
in areas described in this paragraph.
1. Services; Term
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc. hereby agrees to provide services as consultant to
Accident Prevention Plus, LLC, Inc. for a period of five years commencing
_____________ on the of July, 1998, for five years terminating on the
_____________ of July, 2003.
2. Services to be performed
(See Attachment A)
3. Compensation
a) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Monroe, Inc. shall be retained as described in item number
1, above: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc., and its associates are to receive
10% of the stock in the new company, (Accident Prevention Plus, Inc.) to be
formed. The 10% can not be diluted by the issuance of new stock to officers
and directors for a period of five years.
4. Travel Expenses
In the event that, at Accident Prevention Plus, LLC's request, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ &
Monroe, Inc. or its representatives are required to travel away from their
corporate offices in West Orange, New Jersey, in the performance of their duties
hereunder, then Accident Prevention Plus, LLC shall reimburse the corporation
for all expenses incurred by the corporation or its representatives in
connection with such travel.
5. Termination
This Agreement may be terminated prior to the end of the Term:
(a) By Accident Prevention Plus, LLC if ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc. does not
conform to agrged upon stipulation in this contract and as is outlined in number
2, or any other documents pertaining to said paragraph #2, above which are
mutually agreed upon and signed by both parties. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Monroe, Inc.
shall retain all stock and rights prior to any termination.
In the event that this Agreement is terminated in accordance with this paragraph
2, the Company shall have no further obligation to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc.
under this Agreement after the date of such termination, except that ▇▇▇▇▇
▇▇▇▇▇▇▇▇ & Monroe, Inc. shall be entitled to receive any consideration to which
it is entitled pursuant to paragraph 2 hereof which has accrued and has not been
paid up to and including the date of termination.
6. Confidential Information
All confidential information which ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc. may now
possess, may obtain during or after the Term, or may create prior to the end of
the Term relating to the business of the Accident Prevention Plus, Inc., shall
not be published, disclosed or made accessible by him to any other person, firm,
or corporation either during or after the Term or used by him except during the
Term in the business and for the benefit of the Accident Prevention Plus, Inc.,
without the prior written consent of the Accident Prevention Plus, Inc..
7. Binding Effect; Assignment
This Agreement shall be binding upon and inure to the benefit of the parties
hereto, the successors and assigns of the Accident Prevention Plus, Inc. and the
assigns, heirs and personal representatives of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Monroe, Inc.;
provided, however, that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc. may assign, transfer or
otherwise convey any of its rights or delegate any of its duties under this
Agreement without the written consent of the Accident Prevention Plus, Inc..
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York without giving effect to conflicts of law.
9. Entire Agreement
This Agreement represents the entire agreement and any other documents
pertaining to said paragraph #2, above which are mutually agreed upon and signed
by both parties with respect to matters contemplated herein and supercedes any
prior oral or written agreements or undertakings between the parties with
respect to such matters.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Monroe, Inc. Accident Prevention Plus, Inc. by
Authorized Representative ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chairman and CEO
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, CEO
----------------------------- ----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attachment A
1. Advise to
a) Commercial application
1. United States
2. Other areas of the Western Hemisphere
2. Corporate Structure
3. Capital Acquisition
4. Contract Application
5. Equity Partners
6. Mergers and Acquisitions
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & MONROE
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Under Rule 144 SEC Regulation, Accident Prevention Plus LLC or their attorney
cannot refuse a Letter of Opinion for relief in regard to taking legend off
stock in the above mentioned Corporation provided all SEC requirements are met.
Accident Prevention Plus, LLC must accept Corporation's own Counsel Letter of
Opinion.
