BUSINESS CONSULTING AGREEMENT
AGREEMENT, made this 12th. day of January, 2001 by and between Masterpiece
Technology Group, Inc., whose principle place of business is at 000 Xxxxx Xxxxxx
Xxxx, Xxxxxxxx, XX. 00000, herein after the "Company" and Xxxx Xxxxxx, whose
principle place of business at 00000 X. Xxxxxx Xx., Xxx. 000, Xxxxx Xxxxxxx,
Xxxxxxx 00000, hereinafter the "Consultant".
WHEREAS, the Company desires to obtain Consultant's services in connection with
the Company's business affairs and Consultant is willing to undertake to provide
such services as hereinafter fully set forth;
W I T N E SS E T H
NOW, THEREFORE, the parties agree as follows:
1. TERM: This Agreement shall be for a term of Six (6) months.
2. NATURE OF SERVICES: Consultant will render advice and assistance to the
Company on business related matters and in connection therewith Consultant
shall:
(a) Attend meetings of the Company's Board of Directors or Executive
Committee(s) when so requested by the Company;
(b) Attend meetings and at the request of the Company review, analyze and report
on proposed business opportunities;
(c) Consult with the Company concerning strategic corporate planning and
investment policies, including any revision of the Company's business plan
when requested by the company;
(d) Provide, at the company's expense, media and print collateral materials
suitable for investors, corporate executives and media personnel;
3. CONSULTANT AGREES TO PERFORM THE FOLLOWING SERVICES:
(a) Consult and advise the Company with regard to potential financial,
accounting and other investment opportunities;
(b) Locate acquisitions for the Company;
(c) Assist in negotiating potential acquisitions;
(d) Assist in the implements of short term and long term strategic planning as
required by the company;
(e) Introduce the Company to Consultant's various contacts throughout the
financial community; and
(f) Promote the Company's services and projects to its particular industry.
4. IT IS AGREED that the Consultant's services will not include any services
that constitute the rendering of legal opinions or performance of work that is
in the ordinary purview of a certified public accountant or any work that it is
the ordinary purview of a registered broker/dealer.
5. COMPENSATION: The Company agrees to compensate Consultant as follows:
Upon execution of this Agreement, The Company shall issue to Consultant One
Million (1,000,000) Shares of its free-trading common stock at a purchase price
of $0.035 per share. These shares shall be issued immediately and be fully paid
for within 10 days of Consultant receiving shares.
6. EXPENSES: The Company shall reimburse the Consultant for actual
out-of-pocket expenses incurred relative to the performance of the
Consultant's duties. All reimbursable expenses must be pre-approved by
the company.
7. 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 be liable to the Company or its
creditors for errors of judgment or for anything except malfeasance, bad faith
or gross negligence in the performance of 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 reasonably believed to be accurate and reliable and that, except
as herein provided, Consultant shall not be accountable for any loss suffered by
the Company by reason of Company's action or non-action on the basis of any
advice, recommendation or approval of Consultant, its employee or agents.
The parties further acknowledge that Consultant undertakes no responsibility for
the accuracy of any statements to be made by management contained in press
releases or other communications, including, but not limited to,
filings with the Securities and Exchange Commission and the National Association
of Securities Dealers.
8. STATUS OF CONSULTANT: Consultant shall be deemed to be an independent
contractor and, except as expressly provided or authorized in this Agreement,
shall have no authority to act or represent the Company.
9. OTHER ACTIVITIES OF CONSULTANT: The Company recognizes that the
Consultant now renders and may continue to render consulting services to other
companies which may or may not have policies and conduct activities similar to
those of the Company.
10. MISCELLANEOUS:
(a) All final decisions with respect to consultation, advice and services
rendered by Consultant to the Company shall rest exclusively with the
Company.
(b) This Agreement contains the entire agreement of the parties hereto and there
are no representations or warranties other than those contained herein. Neither
party may modify this agreement unless the same is in writing and duly executed
by both parties hereto.
(c) By signing this agreement, the Company admits to having no prior knowledge
of any pending S.E.C. or NASD investigations into the trading of the securities
of the Company or the activities of the Company.
(d) In the event this Agreement or performance hereunder contravene public
policy or constitute a material violation or any law or regulation of any
federal or state government agency, or either party becomes insolvent or is
adjudicated bankrupt or seeks the protection of any provision of the National
Bankruptcy Act, or either party is enjoined, or consents to any order relating
to any violation of any state or federal securities law, then this agreement
shall be deemed terminated, and null and void upon such termination; neither
party shall be obligated hereunder and neither party shall have any further
liability to the other.
(e) Any controversy or claim arising out of or related to this agreement shall
be settled by arbitration in accordance with the rules and under the auspices
of the American Arbitration Association; and any arbitration shall be
conducted in the city of Ft. Lauderdale in the state of Florida.
Agreed and Accepted on this 12th. day of January, 2001.
Masterpiece Technology Group, Inc.
BY:__________________________________________
Xx. Xxxxxx Xxxxx, President
Agreed and Accepted on this 12th. day of January, 2001.
Xxxx Xxxxxx
BY:____________________________________________
Xxxx Xxxxxx
