CONSULTANT AGREEMENT
Agreement made this 30th day of April, 2002, between Whole Living, Inc.-
(hereinafter referred to as "Corporation"), and Summit Resource Group, Inc.
(hereinafter referred to as "Consultant"), (collectively referred to as the
"Parties"):
RECITALS
A. Summit Resource Group, Inc. is an investor relations, direct
marketing, publishing, public relations and advertising firm with expertise in
the dissemination of information about publicly traded companies.
B. The Corporation desires to engage the Consultant to perform
consulting services regarding all phases of the Corporation's "Investor
Relations" including direct investor relations and broker/dealer relations as
such may pertain to the operation and advancement of the Corporation's
business.
C. The Consultant desires to consult with the Board of Directors, the
Officers of the Corporation, and certain administrative staff members of the
corporation, and to undertake for the Corporation consultation as to the
company's investor relations activities and relationships with various
broker/dealers in the securities industry.
NOW THEREFORE, in consideration of the mutual promises, agreements and
covenants contained herein and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Term: The term of this Agreement shall be for a period of twelve
(12) months commencing on the date first appearing above. This Agreement may
be terminated by either party only in accordance with the terms and conditions
set forth in Paragraph 8.
2. Services Provided by Consultant: Consultant shall provide
consulting services in connection with the Corporation's "investor relations"
dealings with NASD broker/dealers and the investing public. (At no time shall
the Consultant provide services which would require Consultant to be
registered and licensed with any federal or state regulatory body or
self-regulating agency.) During the term of this agreement, Consultant will
provide those services customarily provided by an investor relations firm to a
Corporation, including but not limited to the following:
(a) Aiding the Corporation in developing a marketing plan
directed at informing the investing public of the business of the Corporation;
(b) Providing assistance and expertise in devising an
advertising campaign in conjunction with the marketing campaign set forth in
(1) above;
(c) Advise the Corporation and provide assistance in dealing
with institutional investors in relation to the Corporation's offerings of its
securities;
(d) Aid and assist the corporation in the Corporation's
efforts to secure "market makers' which will publicly trade the Corporation's
stock. Said assistance shall include providing such information as may be
required;
(e) Aid and advise the Corporation in establishing a means of
securing nationwide interest in the Corporation's securities;
(f) Aid and assist the Corporation in creating an
"institutional site program" to provide ongoing and continuous information to
fund managers;
(g) Aid and consult with the Corporation in the preparation
and dissemination of press releases and news announcements;
(h) Aid and consult with the Corporation in the preparation
and dissemination of all "due diligence" packages requested by and furnished
to NASD registered broker/dealers, the investing public, and/or other
institutional and/or fund managers requesting such information from the
Corporation; and
(i) At the Corporation's discretion, work with the
Corporation's Public Relations firm to jointly support the Corporation's
overall public relations.
3. Compensation: In consideration for the services provided by
Consultant to the Corporation, shall, on behalf of the Consultant cause to be
vested at the time of execution of this Agreement 50% of the warrants as set
forth in a subparagraph (a) below and shall cause the balance of those
warrants to vest on July 31, 2002. The warrants set forth in subparagraph (b)
shall vest on July 31, 2002 if no termination of this agreement has occurred
prior to that date. If a notice of termination, as described in Section 8 has
been issued by either party, then a pro rata number of the warrants to be
vested in the final 50% amount shall be vested through the date of
termination. All warrants vested shall have a term of five (5) years and
shall contain piggyback registration rights. The warrants shall be registered
in the Company's next registration and may be registered and issued to
Consultant at any time after being registered at the company's discretion. The
warrants shall be issued at the following exercise price:
(a) 1,000,000 warrants at $.25 a share.
(b) 500,000 warrants $.50 a share.
4. Compliance: The common shares underlying the warrants set forth
above in paragraph 3 will, at the time Consultant gives notice to the Company
of its exercise thereof, shall be free trading, or if not, the shares shall be
incorporated in the next registration statement filed by the Corporation. The
warrants and underlying shares shall have "piggyback" registration rights and
will, at the expense of the Corporation, be included in said registration.
5. Representations and Warranties of Corporation:
(a) The Corporation, upon entering into this Agreement, hereby
warrants and guarantees to the Consultant that to the best knowledge of the
Officers and Directors of the Corporation, all statements, either written or
oral, made by the Corporation tot he Consultant are true and accurate, and
contain no misstatements of a material fact. Consultant acknowledges that
estimates of performance made by Corporation are based upon the best
information available to corporation officers at the time of said estimates of
performance. The Corporation acknowledges that the information it delivers to
the Consultant will be used by the Consultant in preparing materials regarding
the Company's business, including but not necessarily limited to, its
financial condition for dissemination to the public.
(b) Consultant shall agree to release information only with
written or verbal approval of the Company.
6. Limited Liability: With regard to the services to be performed by
the Consultant pursuant tot he terms of this agreement, the Consultant shall
not be liable to the Corporation, or to anyone who may claim any right due to
any relationship with the Corporation, for any acts or omissions in the
performance of services on the part of the Consultant, except when said acts
or omissions of the Consultant are due to its willful misconduct or culpable
negligence.
7. Termination: After ninety (90) days this Agreement may be
terminated by either party upon the giving of not less than thirty (30) days
written notice, delivered tot he parties at such address. Compensation shall
be treated as outlined in Section 3, Compensation.
8. Notices: Notices to be sent pursuant to the terms and conditions
of this Agreement shall be sent as follows:
Whole Living, Inc. Summit Resource Group, Inc.
000 Xxxx 000 Xxxxx, Xxxxx 000 000 Xxxxxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxx 00000 Xxxx Xxxxxx, Xxxxxxxx 00000
9. Attorney's Fees: In the event any litigation or controversy,
including arbitration, arises out of or in connection with this agreement
between the Parties hereto, the prevailing party in such litigation,
arbitration or controversy, shall be entitled to recover from the other party
or parties, all reasonable attorney's fees, expenses and suit costs, including
those associated with the appellate or post judgement collections proceedings.
10. Governing Law: This Agreement shall be construed under and in
accordance with the laws of the state of Maryland and the State of Utah, and
ll parties hereby consent to Utah as the proper jurisdiction for said
proceeding provided herein.
11. Binding Affect: This Agreement shall be binding on and inure to
the benefit of the contracting parties and their respective heirs, executors,
administrators, legal representatives, successors, and assigns when permitted
by this Agreement.
12. Legal Construction: In case any one or more of the provisions
contained in the Agreement shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, the invalidity, illegality, or
unenforceability shall not affect any other provision, and this agreement
shall be construed as if the invalid, illegal or unenforceable provision had
never been contained in it.
13. Prior Agreements Superseded: This Agreement constitutes the sole
and only Agreement of the contracting parties and supersedes any prior
understandings or written or oral agreements between the respective parties.
Further, this Agreement may only be modified or changed by written agreement
signed by all the parties hereto.
14. Multiple Copies or Counterparts of Agreement: The original and one
or more copies of this Agreement may be executed by one or more of the parties
hereto. In such event, all of such executed copies shall have the same force
and effect as the executed original, and all of such counterparts taken
together shall have the effect of a fully executed original. Further, this
Agreement may be signed by the parties and copies hereof delivered to each
party by way of facsimile transmission, and such facsimile copies shall be
deemed original copies for all purposes if original copies of the parties'
signatures are not delivered.
15. Liability of Miscellaneous Expenses: The Corporation shall be
responsible to any miscellaneous fees and costs approved in writing prior by
the corporation or its agents to commitment that are unrelated to the
agreement made between the Parties.
16. Headings: Headings used through this Agreement are for reference
and convenience, and in no way define, limit or describe the scope or intent
of this agreement or effect its provisions.
IN WITNESS WHEREOF, the Parties have set their hands and seal as of the
date written above.
SUMMIT RESOURCE GROUP, INC.
/S/ Xxxxx Xxxxxx
By: __________________________________________
Xxxxx Xxxxxx, Manager
WHOLE LIVING, INC.
/s/ Xxxxxx X. Xxxxxxxx
By: __________________________________________
Xxxxxx X. Xxxxxxxx, President and C.E.O.
