EXHIBIT 10.4
Consulting Agreement
Dated: June 10, 2002
Between: Tessa Complete Health Care, Inc.
00 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxx, Xxxxxxxx 00000 ("Tessa")
And: Xxxxxx X. Xxxxx
00000 X.X. Xxxxxx Xxxx
Xxxxxxx, Xxxxxx 00000 ("Xxxxx")
Recitals
(A) Consultant desires to provide certain consulting and advisory services
to Tessa;
(B) Tessa desires to retain Consultant to perform such services and
Consultant desires to accept such position, all in accordance with the terms
and conditions of this Agreement;
Now, therefore, in consideration of the mutual covenants referred to herein,
the parties agree as follows:
Agreement
1. Retention of Consultant. Tessa hereby retains Consultant to perform and
Consultant hereby agrees to perform, consulting and advisory services for
Tessa upon the terms and conditions of this Agreement. The Consulting
Agreements between Tessa and Xxxxx dated February 21, 2002, is hereby
terminated.
2. Term. The term of this Agreement shall commence on the date of this
Agreement and shall continue for twelve (12) months, unless earlier
terminated as set forth herein.
3. Duties of Consultant. Consultant agrees to provide consulting and
advisory services ("Services"), more specifically described as business
planning and development. The Services shall be rendered over a period of
time and in such reasonable manner as may be mutually agreed upon between
Tessa and Consultant, consistent with Consultant's other activities and
businesses. The Services shall be rendered over a period of time and in such
reasonable manner as may be mutually agreed upon between Tessa and
Consultant consistent with Consultant's other activities and businesses. The
Services shall not be in connection with the offer and sale of securities of
Tessa in a capital raising transaction, nor shall such services directly or
indirectly promote or maintain a market for any of Tessa's securities.
4. Compensation of Consultant. In consideration of the performance of the
Services, Consultant is hereby granted the right to purchase from the
Company shares of Common Stock ("Common Stock") at a price per share of
$0.15. The maximum amount of Common Stock that Consultant may purchase under
this Agreement shall be 20,000,000 shares. If this Agreement is terminated
by Consultant earlier than the expiration of its term, Consultant shall be
issued that number of shares of Common Stock earned at the time of
termination of this Agreement.
5. Restricted Securities. Consultant understands that the shares of Common
Stock to be issued pursuant to Section 4 herein are characterized as
"restricted securities" under the Securities Act of 1933. Consequently the
transferability and resale of the Common Stock will be limited. Consultant
understands that any certificates evidencing the shares of Common Stock to
be issued hereunder will bear a legend substantially in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED WITHOUT A VIEW TO
DISTRIBUTION AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SHARES UNDER THE ACT AND UNDER ANY APPLICABLE SECURITIES LAAWS OR AN OPINION
OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED AS TO SUCH SALE OR OFFER.
6. S-8 Registration Statement. Tessa shall take all corporate action
necessary to reserve for issuance a sufficient number of shares of its
Common Stock for delivery to Consultant pursuant to Section 4 hereunder.
Within 30 days of the date of this Agreement, Tessa shall file a
registration statement on Form S-8 (or any successor forms) with respect to
the Common Stock and shall use its reasonable commercial efforts to maintain
the effectiveness of such registration statement or registration statements
for so long as any shares of Common Stock are earned by Consultant
hereunder.
7. Liability/Indemnification.
(a) Tessa agrees that Consultant shall not be liable for any damages or
injury to Tessa or any of its employees, agents or representatives or for
the loss of or damage to the property of Tessa, in any manner based upon the
performance of duties under this Agreement, unless such injury, loss or
damage is caused by the intentional misconduct of Consultant.
(b) Tessa agrees to indemnify and hold Consultant harmless for any claims,
loss, damage or costs (including attorney fees) which are asserted against
or incurred by Consultant and which are a result of the duties performed by
Consultant for Tessa, unless caused by the intentional misconduct of
Consultant.
(c) Consultant agrees to indemnify and hold Tessa, its officers, directors,
employees, agents and representatives harmless for any claims, loss, damage
or costs (including attorney fees) which are asserted against or incurred by
Tessa and which are a result of the duties performed by Consultant for
Tessa, unless caused by the intentional misconduct of Tessa.
8. Termination. This Agreement may be terminated by Consultant at anytime
without cause.
9. Notices. Any notices or communications required or permitted hereunder
shall be in writing and shall be deemed to have been given or made when
personally delivered, sent by registered or certified mail, postage prepaid,
return receipt requested, by private courier, prepaid, by facsimile or other
communications device capable of transmitting or creating a written record.
10. Successors. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
11. Attorney Fees. In the event an action is brought to enforce, rescind, or
interpret this Agreement the prevailing party shall be entitled to recover
is reasonable attorney fees therein as may be determined by the court.
12. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Oregon.
13. Complete Agreement. This Agreement represents the entire understanding
and agreement of the parties hereto with respect to the subject of this
Agreement and may be amended, modified or supplemented only by written
instruments signed by both of the parties.
14. Counterparts. This Agreement may be executed in counterparts and by
facsimile, each of which will be deemed an original, but constituting a
singe agreement.
TESSA COMPLETE HEALTH CARE, INC. CONSULTANT
/S/ Xxxxx Xxxxx /S/ Xxxxxx Xxxxx
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Xxxxx Xxxxx, President Xxxxxx Xxxxx
Title: President & Chief
Executive Officer
