CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement") is entered into this 26th day of May
2000, between Results Consulting Corporation, an Oklahoma corporation (the
"Consultant") and Silver Star Foods, Inc., a New York corporation (the
"Company").
W I T N E S S E T H:
WHEREAS, the Company desires to engage the Consultant and the Consultant desires
to be engaged by the Company pursuant to the terms and conditions hereinafter
set forth;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and
covenants herein contained, the parties agree as follows:
1. Engagement. The Company hereby engages the Consultant to advise the Company
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on a range of corporate financial and associated matters which may be undertaken
by the Company (collectively, the "Services"). The Services shall consist of the
following:
(a) Analyze and assess for the Company alternatives for raising capital,
including the use of private and public offerings of the securities of
the Company;
(b) Providing the Company with recommendations, review of documents and
other advice relating to selection and potential engagement of
underwriters, market makers, legal counsel and accountants;
(c) Review and advise the Company in regard to shareholder relations; and
(d) Identify opportunities for the Company involving the combination of
the Company with an appropriate merger or acquisition candidate and,
as applicable, assist the Company in structuring and concluding any
such potential merger or acquisition.
2. Services. The Consultant will use its best efforts to furnish the Services to
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the Company on a timely basis. It is specifically understood and agreed that the
Services do not include the provision by Consultant of public relations
services, advertising services, accounting or auditing services, legal services
or services in connection with acting as a underwriter, broker, dealer
investment banker, market maker as to the securities of the Company.
The Consultant shall render the services from any location chosen by the
Consultant and the Consultant shall be required to devote only such time as the
Consultant deems necessary, in the Consultant's sole discretion, to render the
Services.
3. Information. In order for Consultant to furnish the Services, the Company
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will, as requested by the Consultant, furnish the Consultant with all
information concerning the Company which Consultant reasonably deems appropriate
in such form as the Consultant may require, will provide Consultant with access
to the officers, directors, accountants, counsel and other advisors of the
Company and will cause the accountants for the Company to timely prepare and
furnish to the Consultant such financial statements of the Company as may be
requested by the Consultant (collectively the "Due Diligence Information"). The
Company hereby represents and warrants to the Consultant that all Due Diligence
Information is and will be true and accurate in all material respects and does
not and will not contain any untrue statement or material fact and does not or
will not omit to state a material fact necessary in order to make the all or any
part of the Due Diligence Information not misleading in light of the
circumstances under which such Due Diligence Information is provided. Th e
Company acknowledges and agrees that the Consultant will be using and relying
upon the Due Diligence Information supplied by the Company and its officers,
directors, agents or other designated parties as well as any information
concerning the Company which is publicly available without any independent
investigation or verification thereof and without any independent appraisal
thereof by the Consultant.
4. Term. Unless terminated earlier pursuant to the provisions hereof, the term
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of this Agreement (the "Term") shall commence upon the date of execution hereof
and shall continue thereafter until the later to occur of twenty-four months
thereafter.
5. Termination. This Agreement may not be terminated by the Company or the
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Consultant prior to the expiration of the Term except as a result of a material
breach of the terms hereof by a party hereto or as a result of the failure of
the Company to pay the Compensation (as defined hereinafter) as required hereby.
6. Compensation and Expenses. In consideration of the Services being provided to
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the Company pursuant hereto the Company shall provide the following compensation
(collectively, the "Compensation") to the Consultant:
(a) Securities Compensation. As of the date hereof, the Company warrants
and represents that the total number of authorized shares of the
Company consists of 15,000,000 shares of common stock, $.0001 par
value, (the "Common Stock") and that 8,968,000 shares of Common Stock
are outstanding. The Company further warrants and represents that it
has not issued any options, right, warrants or convertible securities
that would allow any party to acquire any Common Stock, except for the
existing unit holders and Officers and Directors. Simultaneously upon
the execution hereof, the Company shall grant to Consultant an option
to purchase (the "Option") 2,000,000 shares of Common Stock (the
"Consultant Shares") at a price of $.0001 per Consultant Share.
Consultant may exercise the Option in whole or in part at any time and
from time to time on or before the expiration of this contract. The
Company shall register those shares at anytime at the request of
Consultant.
(b) The Company hereby acknowledges and agrees that receipt of the
Compensation is a material inducement for the Consultant to have
entered into this Agreement and in reliance upon the receipt of the
Compensation, Consultant will expend the necessary time, effort and
expense to provide the Services to the Company as required hereunder.
Furthermore, the amount and method of payment of the Compensation has
been derived by negotiation between the Consultant and the Company and
shall be provided by the Company to the Consultant exactly in the
manner and at the times as provided for herein.
(c) The Company shall promptly reimburse the Consultant for all reasonable
expenses incurred by the Consultant in connection with the Services.
7. Public Disclosure. Any reference to the Consultant or any advice, information
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or other matter pertaining to the Services shall not be publicly disclosed or
made available to any third parties without the prior written consent of the
Consultant, unless such disclosure is required by law.
8. Indemnification.
(a) The Company hereby agrees to indemnify, defend and hold harmless the
Consultant and its affiliates, the respective directors, officers,
partners, agents and employees and each other person, if any,
controlling the Consultant or any of its affiliates (collectively, the
"Consultant Indemnified Parties"), to the full extent lawful, from and
against any and all demands, claims, actions or causes of action,
assessments, losses, damages, liabilities, costs and expenses,
including, without limitation, interest, penalties and attorney's fees
and expenses asserted against, imposed upon or incurred by the
Consultant Indemnified Parties resulting from or by reason or a breach
of any representation, warranty or covenant contained herein or as a
result of any action improperly taken or omitted to be taken as
required hereby by the Company, its agents or employees.
(b) The rights of indemnification as set forth in sub-paragraph (a) above
shall be in addition to any rights that the Consultant or any other
person entitled to indemnification may have in law or otherwise,
including but not limited to any right to contribution, provided,
however, in no event shall the Consultant be liable or responsible for
any amount in excess of the Compensation.
9. Status of Consultant. The Consultant shall be deemed to be an independent
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contractor. The Consultant shall have no authority to, and shall not, bind the
Company to any agreement or obligation with a third party. Nothing in this
Agreement shall be construed to constitute the parties hereto as partners or
joint ventures with each other.
10. Nondisclosure of Confidential Information.
(a) Consultant acknowledges that it is the policy of the Company to
maintain as secret and confidential all valuable information
heretofore or hereafter acquired, developed or used by the Company
relating to its business, operations, employees and customers which
may give the Company a competitive advantage in its industry (all of
such valuable information is hereinafter referred to as "Confidential
Information"). The parties recognize that by reason of the Services
being provided by Consultant hereunder, Consultant may acquire
Confidential Information. The Consultant acknowledges that all such
Confidential Information is the property of the Company.
(b) The Consultant hereby agrees that:
(1) The Consultant shall not, directly or indirectly, use, publish,
disseminate or otherwise disclose any Confidential Information
obtained by Consultant during the Term hereof without the prior
written consent of the Company unless in conformity with the
terms hereof; and
(2) During the Term, Consultant shall exercise all reasonable and
diligent precautions to protect the integrity of all or any of
the Confidential Information coming into the possession of the
Consultant.
(c) The provisions of this paragraph shall survive the termination of this
Agreement.
11. Other Activities of Consultant. The Company recognizes and accepts the fact
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that the Consultant now renders, and in all probability will continue to render,
services which are substantially similar to the Services to other parties, some
of which may conduct business and have activities similar to those of the
Company. The Company specifically authorizes the Consultant to continue with
such activities. The Consultant shall not be required to devote Consultant's
full time and attention to the performance of the Services required hereunder,
but shall devote only so much time and attention as Consultant deems, in the
exercise of the sole and exclusive discretion of Consultant, reasonable or
necessary in order to provide the Services.
12. Control. Nothing contained herein shall be deemed to require the Company to
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take any action contrary to its articles of Incorporation or Bylaws, or any
applicable statute or regulation, or to deprive the board of directors of the
Company of the responsibility for any control of or any conduct of the affairs
of the Company.
13. Miscellaneous.
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(a) Benefit. This Agreement shall inure to the benefit to the party's
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thereto and there respective successors and assigns.
(b) Entire Agreement. This Agreement contains the entire understanding of
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the parties hereto in respect of the subject matter contained herein.
There are no representations, warranties, promises, covenants or
undertakings other than those expressly set forth herein. This
Agreement supersedes all prior agreements, whether written or oral,
between the parties with respect to the subject matter hereof. This
Agreement may be amended only by a written agreement duly executed by
the parties hereto. Such party hereunder may waive any condition to a
particular party's obligations in writing.
(c) Headings. The headings contained in this Agreement have been inserted
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for convenience and reference purposes only and shall not affect the
meaning or interpretation hereof in any manner whatsoever.
(d) Separability. If any of the terms, provisions or conditions contained
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in this Agreement shall be declared to be invalid or void in any
judicial proceeding, this Agreement shall be honored and enforced to
the extent of its validity, and those provisions not declared invalid
shall remain in full force and effect.
(e) Notices. All notices, requests, demands and other communications
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required or permitted to be given hereunder shall be deemed given when
sent, postage paid, by Registered or Certified Mail, Return Receipt
Requested, or recognized overnight delivery service (i.e. Federal
Express) addressed to each of the parties as follows:
If to Company: Attention: Xxxxxxx Xxxxxx, President
0000 Xxxxx Xxxxxx
Xxxxxx Xxxxxx, X.X.
Facsimile: (000) 000-0000
If to Consultant: Xxxxxx Xxxxxxxxx, President
0000 X. 00xx Xx
Xxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Or to such other address, or the attention of such other party, as the parties
shall advise the other by notice given in conformity herewith.
(f) Governing Law. This Agreement shall be governed by, construed and
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enforced in accordance with the laws of the State of Oklahoma without
giving effect to conflicts of law.
(g) Counterparts. This Agreement may be executed in counterparts each of
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which shall be deemed an original and all of which together shall
constitute one and the same agreement.
(h) Assignments. Either party may not assign this Agreement.
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(i) Facsimile Signatures. Facsimile signatures on counterparts of this
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Agreement are hereby authorized and shall be acknowledged as if such
facsimile signatures were an original execution, and this agreement
shall be deemed as executed when an executed facsimile hereof is
transmitted by a party to any other party.
(j) Arbitration. Any dispute controversy, difference or claim arising
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between the parties out of, relating to or in connection with this
Agreement, shall be settled by arbitration in accordance with the
applicable rules of the American Arbitration Association then in
effect. Any arbitration hearing shall be held in Tulsa, Oklahoma. This
agreement to arbitrate shall be specifically enforceable. The award of
the arbitrator(s) shall be final and binding, on the parties and
judgment upon any such award shall be enforceable by the prevailing
party before the courts of competent jurisdiction of the
non-prevailing party's domicile. This provision shall survive the
termination of this Agreement. In the event one of the parties gives
the other parties notice of arbitration, the parties shall agree upon
the arbitrator within thirty days from the date of such notice, and if
they fail to do so, the American Arbitration Association shall select
the arbitrator. The reasonable compensation and expenses of the
arbitration shall be shared equally by the partie s. In each instance,
the decision of the arbitrator shall be final and binding as to such
matters as are submitted to and determined by the arbitration.
Notwithstanding the foregoing, should any litigation be commenced in
regard to this Agreement, then it shall be adjudicated in the
appropriate courts of the State of New York, or in the appropriate
United States District Court within the State of New York.
(Signatures appear next page)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Results Consulting Corporation
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx, President
Silver Star Foods, Inc.
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
