EXHIBIT 10.7
CONSULTING AGREEMENT
Agreement made this 25 day of February, 2002, between, NEUROTECH
(hereinafter Referred to as "Corporation"), and PACIFICA FINANCIAL GROUP, INC.
(herein after referred to as "Consultant"),
In consideration of the mutual promises contained in this Agreement,
the contracting parties agree as follows
Recitals:
The Corporation desires to engage the services of the Consultant to
perform for the Corporation consulting services regarding -all phases of the
Corporation's "Public Relations" in the area of investor relations and
broker/dealer relations as such may pertain to the operation of the
Corporation's business.
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 public' relations activities involving corporate relations and
relationships, with -various broker/dealers involved in the regulated securities
industry.
AGREEMENT
Term
1. The respective duties and obligations of the contracting parties shall
be for a period of six (6) 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 6
below.
Services Provided by Consultant
2. Consultant will provide consulting services in connection with the
Corporation's public relations' dealing with NASD broker/dealer 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
customary provided for a public 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 public as to the business of the Corporation; and:
(b). Providing assistance and expertise in devising an advertising
campaign in conjunction with the marketing campaign as set forth in (a) above;
and
(c) Aid and assist the Corporation in the Corporation's efforts to
secure "market makers" which will trade the Corporation's stock to the public by
providing such information as my be required; and
(d) Aid and advise the Corporation in establishing a means of securing
nationwide interest in the Corporation's securities; and
(e) Aid and consult the Corporation in the preparation and
dissemination of all "due diligence packages requested by and furnished to NASD
registered broker/dealers, and or other institutional and/or fund managers
requesting such information from the Corporation; and
Compensation
3. (a) In consideration for the services prvided by Consultant to
Corporation, the Corpoation shall pay or cause to be deleivered to the
Consultatnt, on the execution of this Agreement, or within five (5) calender
days from the effective date:
An initial payment of 2,500,000 free trading shares of NURO. An
additional amount of 2,000,000 free trading shares of Nuro shal be deemed
payable within thirty (30) days following the start date of this agreement. A
finall payment of 1,500,000 sh ares shall be deemed payable within 60 days
following the start date of this agreement.
(b) The Cotporation agrees that in the event the stock bas not been
received in the Consultant's account within five (5) days of the date of
execution of this Consultant Agreement or any subsequent written agreements
related hereto Corporation shall pay to Consultant in U.S. funds an additional
amount equal to 5% of such equal value alternative compensation as liquidated
damages. This shall continue for each and every ten.(10) day period said
xxxxx.xx not received by Consultant. Said funds tobe wired to Consultant,
without notice, within three days of any default.
Representations of Corporation
4. (a) the Corporation , upon entering this Agreement, hereby warrants and
guarantees to the Consultatnt that all statements, either written or oral, made
by the Corporation to the Consultant are true and accurate, and contain no
misstatements of a material fact. 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.
Therdore, in accordance with Paragraph 6 below, the Corporation shall hold
harmless the Consultant from any and all errors, omissions, misstatements,
negligent or intentional misrepresentations, in connection with all information
fumished by Corporation to Consultant, in accordance with and pursuant to the
terms and conditions of this Agreement for whatever purpose or purposes the
Consultant sees fit to use said informatiom The Corporation further represents
and warrants that as to all matters set forth within this Agreement, the
Corporation has had independent legal counsel and will continue to maintain
independent legal counsel to advise tbe Corporation of all matters concerning,
but not necessarily limited to corporate law, corporate relations, investor
relations, all manners concerning and in connection with the Company's
activities regarding the Securities Act of 1933 and 19934, and state Blue Sky
laws.
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(b) In addition to the representations and warranties set forth above,
the Corporation further warrants to the Consultant that the share makeup of the
Corporation is as follows:
1. Authorized: 200,000,000 shares.
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2. Issued: 117,556,471 shares.
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3. Outstanding: 117,556,471 shares.
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4. Free trading (float): 40,000,000 shares.
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5. Shares subject to rule 144 restrictions: 30,000,000 shares
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Limited Liability
5. With regard to the services to be peformed by the Consultant pursuant
to the 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, or any acts or omissions in the performance of services on the
part of the Consultatnt, or on the part of the agents or employees of the
Consultant, except when said acts, or omissions of the Consuitant are due to its
willful misconduct or culpable negligence.
Termination
6. This Agreement may be terminated by either party upon the giving of not
less than thirty (3 0) days written notice, delivered to the parties at such
address or addresses as set forth in, Paragraph 7, below. In the event this
Agreement is terminated by the Corporation,. all compensation paid by
Corporation to the Consultant shall be deemed earned. In the event this
Agreement is terminated by Consultant, the Consultant Shall repay to the
Corporation a reasonable fee for the services not performed by the Consultant.
Any repayment of funds or stock due from Consultant to Corporation may, at the
option of the Consultant, be paid either by cash or the equivalent number of
shares of the Corporation received by the Consultant from the Corporation in
accordance with Paragraph 3, above. The valuation of said shares as the date
shares are tendered back to the Corporation.
Notices
7. Notices to be sent pursuant to the terms and conditions of this
Agreement. shall be sent as follows:
As to Consultant
----------------
Pacifies Financial Group
0000 Xxxxxx Xxxxx Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
As to Corporation:
-----------------
Neurotech, Inc
00 Xxxxx Xxxxx Xxxx
Xxxxxxxx, XxxXxxx 00000
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Attorneys' Fees
8. In the event any litigation or controversy, including arbitration,
arises out of or in connection with this Ageement 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 attorneys'
fees, expenses and suit costs, including those associated within the appellate
or post judgement collection proceedings.
Arbitration
9. In connection with any controversy or claim arising out of or relating
to this Agreement, the parties hereto.agree that such controversy shall be
submitted to arbitration, In conformity with the Federal Arbitration Act
(Section 9 U. S. Code Section 901 et seq). and shall be conducted in accordance
with the Rules of the American Arbitration Association. Any judgment rendered as
a result of the Arbitration of any dispute herein, shall upon being rendered by
the arbitrators be submitted to a Court of competent jurisdiction within the
State of California or in any state where a party to this action maintains
principal business or is a Corporation incorporated in said state.
Governing Law
10. This Agreement shall be construed under and in accorandance with the
laws of the State of California, and all obligations of the parties created
under it are performed in Orange County, California. Further, in any controversy
arising out of this Agreement, wherein arbitration is elected, the venue for
said arbitration shall be in Orange County, California, and all parties hereby
consent to that venue as the proper jurisdiction for said prooeedings provided
herein.
Parties Bound
11. This Agreement shall be binding on an inure to the benefit of the
contracting parties and their respective heirs, executor& administrations, legal
representatives, successors and assigns when permitted by this Agreement.
Legal Construction
12. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, the invalidity, illegality, or unenforceable shall not effect any other
provision, and this Agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been contained in it.
Prior Agreements Superseded
13. This Agreetment 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 agreements signed by all parties.
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Multiple Copies or Counterparts of Agreement
14. 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
signature's are not delivered.
Headings
15. Headings uscd throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or intent of this
Agreemant or effect its provisions,
IN WITNESS WHEREOF, the parties have set their hands and seal as of the date
written above
NEUROTECH, INC. PACIFICA FINANCIAL GROUP
BY: /S/ Xxxxxxx Xxxx BY: /S/ Xxxx X. Xxxxxxxxx
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Xxxxxxx Xxxx, CEO Xxxx X. Xxxxxxxxx, Managing Partner
Date: February 26, 2002 Date: February 26, 2002
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