Exhibit 10.66 -- Consulting Service Contract
CONSULTING SERVICE AGREEMENT
WITH SIR XXXXXXXXXXX XXXXXXXX
This consulting services agreement ("Consulting Agreement") is made as of this
Tuesday, August 26, 2003, by and between Sir Xxxxxxxxxxx Xxxxxxxx, Savannah
House, All Saints, Antigua, (referred to herein as the "Consultant") and
Trezac International Corporation, 0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxx,
XX 00000 (referred to herein as the "Company"), with Sir Xxxxxxxxxxx Xxxxxxxx
and Company collectively sometimes herein referred to as the "Parties". The
Parties hereby agree as follows:
WHEREAS, the Company (a Texas corporation) is a fully reporting company
whose securities are traded on the Over-the-Counter Bulletin Board under
the ticker symbol "TRZA;" and
WHEREAS, and the Consultant has business connections to source asset bank debt
and collateralize debt in former Soviet Union Block countries; and
WHEREAS, the Company wishes to retain Sir Xxxxxxxxxxx Xxxxxxxx as a non-
exclusive corporate consultant; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain Sir Xxxxxxxxxxx Xxxxxxxx to provide
general corporate consulting services which may include, but not be limited to:
assistance finding business contacts to source asset bank debt and
collateralize debt in former Soviet Union countries, particularly Moldova. The
Consultant shall agree to make himself available for the foregoing purposes and
devote such business time and attention thereto as it shall determine is
required.
The Company understands that any and all business contacts, opinions or advice
given to the Company by the Consultant are advisory only and the ultimate
responsibility, liability and decision regarding any action(s) taken or
filings made lies solely with the Company and not with the Consultant.
2. Term. The term of this Consulting Agreement shall be from the date
hereof until December 31, 2003 (the "Term").
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3. Compensation. As compensation for entering into this Consulting
Agreement and for services rendered over the Term, Sir Xxxxxxxxxxx Xxxxxxxx
shall be granted fifteen million (15,000,000) shares of the Company's common
stock, par value $0.0001 per share.
The Company hereby agrees to register the shares of common stock underlying
the above referenced common stock on a Form S-8 registration statement. The
The Shares of Common Stock to be issued to Consultant shall be duly authorized
and validly issued, fully paid and unassessable, free of liens, encumbrances
and restrictions on transfer, and shall be issued in accordance with the
registration or qualification provisions of the Securities Act of 1933, as
amended, and any relevant state securities laws or pursuant to valid
exemptions therefrom.
4. Law Governing. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas. The parties consent to the
jurisdiction of the courts of the State of Texas and the United States
District Court of Texas, and their respective appellate Courts and further
waive objection to venue in any such court for all cases in controversy
relating to disagreement or the relationship between the parties.
5. Independent Contractor Relationship. Consultant and the Company are
independent contractors and nothing contained in this Agreement shall be
construed to place them in the relationship of partners, principal and
agent, employer/employee or joint ventures. Neither party shall have the
power or right to bind or obligate the other party, nor shall it hold itself
out as having such authority.
6. Indemnification. Company shall indemnify and hold harmless the Consultant
from and against any and all losses, damages, liabilities, reasonable
attorney's fees, court costs and expenses resulting or arising from any or
omission by Company. The Consultant shall indemnify and hold harmless the
Company from and against any and all losses, damages, liabilities,
reasonable attorney's fees, court costs and expenses resulting or arising
from any act or omission by the Consultant.
7. Miscellaneous.
7.1 Assignment. This Agreement is not transferable or assignable.
7.2 Execution and Delivery of Agreement. Each of the parties
shall be entitled to rely on delivery by fax transmission of an executed
copy of this agreement by the other party, and acceptance of such fax copies
shall create a valid and binding agreement between the parties.
7.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be
considered in construing this agreement.
7.4 Severability. The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this agreement.
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7.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matters herein and supersedes and replaces any prior agreements and
understandings, whether oral or written, between them with respect to such
matters.
7.6 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.
Tuesday, August 26, 2003
TREZAC INTERNATIONAL CORPORATION
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
President
AGREED AND ACCEPTED
By: /s/ Sir Xxxxxxxxxxx Xxxxxxxx
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Sir Xxxxxxxxxxx Xxxxxxxx
Savannah House
All Saints, Antigua
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