CONSULTING AGREEMENT
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This Agreement, dated as of January 4, 2005 between X. Xxxxxxxxx, President of
RES Holdings Corp. with offices at 000 Xxxxxx Xxx, Xxxxxxxx, XX and
("CONSULTANT") and Stem Cell Therapy International Corp. with offices at
("CLIENT"), 0000 Xxxxx Xxxx Xxxxxx, 0xx Xxxxx, Xxxxx 000, Xxxxx, Xx
RECITALS
A.CLIENT desires to retain CONSULTANT to render consulting and advisory services
for CLIENT on the terms and conditions set forth in this Agreement and
CONSULTANT desires to be retained by CLIENT on such terms and conditions.
NOW, THEREFORE, CLIENT and CONSULTANT agree as follows:
RETENTION OF CONSULTANT;
1. SERVICES TO BE PERFORMED. CLIENT hereby retains CONSULTANT for the term of
this Agreement to perform the consulting services on an as needed basis. These
services will include but will not be limited to business development, strategic
planning, technology implementation, email marketing strategizing and mergers
and acquisitions. In rendering Services hereunder, CONSULTANT shall be acting as
an independent contractor and not as an employee or agent of CLIENT. As
independent contractors, neither CONSULTANT nor CLIENT shall have any authority,
express or implied, to commit or obligate the other in any manner whatsoever,
except as specifically authorized from time to time in writing by an authorized
representative of CONSULTANT or CLIENT, as the case may be, which authorization
may be general or specific. Nothing contained in this Agreement shall be
construed or applied to create a partnership. CONSULTANT shall be responsible
for the payment of all federal, state or local taxes payable with respect to all
amounts paid to CONSULTANT under this Agreement.
2. COMPENSATION FOR CONSULTING SERVICES. For Services hereunder, CLIENT shall
pay to CONSULTANT a the following fee:
For the introduction of a public vehicle, CONSULTANT shall receive 500,000 (Five
Hundred Thousands) Shares for finders fee. The shares will have piggy back
registration rights on the Company's next registration. And the shares are
assignable at the choice of the CONSULTANT.
3. CONFIDENTIAL INFORMATION. Confidential information of any nature that either
party acquires regarding any aspect of the other party's business shall be
treated in strict confidence. Information so obtained shall not be divulged,
furnished or made accessible to third parties without the written permission of
the other party to this Agreement. Both parties retain the right to do business
with third parties in matters that may be competitive with the interests of the
other party to this Agreement. However, the confidentiality constraints above
shall be binding and have precedence over these business matters. Upon
termination of this Agreement, the terms of this paragraph shall remain in
effect for three years
4. TERM AND TERMINATION. (a) Unless terminated at an earlier date in accordance
with Section 6(b), this Agreement shall commence as of the date first written
above and shall continue until one year. (b) This Agreement shall be terminated
for no cause when either party gives at least thirty days written notice to the
other party of the intent to terminate this Agreement. CONSULTANT shall be
entitled to receive from CLIENT all fees resulting from any referrals given up
to that date for the remainder of the life of the relationship between the
CLIENT and such referrals.
5. INDEMNIFICATION. CLIENT agrees to indemnify, defend and hold harmless
CONSULTANT against any and all loss, liability, expenses and costs (including
attorneys' fees, judgments, fines and amounts paid in settlement) actually and
reasonably incurred by CONSULTANT in connection with any threatened, pending,
completed or future action suit or proceeding to which CONSULTANT is, or is
threatened to be, made a party arising from or related to Services that have
been provided hereunder. The terms of this Section 8 are non revocable and shall
survive the termination of this Agreement.
6. DISPUTES. Any action based on this Agreement, including disagreement,
disputes regarding the terms and conditions, alleged breaches of contract, and
remedies under contract, shall be governed by the laws of the State of Tampa,
Florida and shall be adjudicated exclusively by a court of competent
jurisdiction in Tampa, Florida. The Parties shall have the right to recover
reasonable attorney and courts costs arising from a dispute.
7. MISCELLANEOUS. (a) Entire Agreement. This Agreement (including the exhibits,
schedules and other documents referred therein) constitutes the entire
agreement between the parties with respect to the subject matter hereof. This
Agreement supersedes any and all prior agreements, oral or written, between the
parties with respect to the subject matter hereof. (b) Severability. If any
provision of this Agreement is for any reason declared to be invalid or
unenforceable, the validity and enforceability of the remaining provisions shall
not be affected thereby. Such invalid or unenforceable provision shall be deemed
modified to the extent necessary to render it valid and enforceable, and if no
modification shall render it valid and enforceable, this Agreement shall be
construed as if not containing such provision and the rights and obligations of
the parties shall be construed and enforced accordingly. (c) Amendment, Waiver,
Modification or Termination. No amendment, waiver or termination or modification
of this Agreement shall be binding unless it is in writing and signed by both
CONSULTANT and CLIENT and dated subsequent to the date hereof. Performance of
work by CONSULTANT and/or acceptance of payment by CONSULTANT for work performed
and/or work to be performed for CLIENT beyond the scope of this Agreement does
not constitute acceptance by CONSULTANT of amendments or modifications to this
Agreement nor shall they be binding. (d) Assignment. This Agreement and the
rights and obligations of the parties hereunder shall not be assignable by
either party without prior written consent of the other party. (e) Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, personal representatives and, to
the extent permitted by subsection (d), successors and assigns of the parties
hereto.
IN WITNESS WHEREOF, CLIENT and CONSULTANT have executed this Agreement as of the
date set forth in the first paragraph.
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Authorized signature for RES Holdings Corp.
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Title /Date
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Authorized signature for Stem Cell International Corp
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Title /Date
