Exhibit 10.3
CONSULTING AGREEMENT
This Agreement is made effective as of February 11, 1998, by and
between Xxxxxx Science Corp., of 000 Xxxxxxxxx Xxx, Xxx Xxxx
Xxxx, Xxx Xxxx 00000, and R.I.P. CONSULTANTS, of 00 Xxxxxxx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
In this Agreement, the party who is contracting to receive
services shall be referred to as "Xxxxxx", and the party who will
be providing the services shall be referred to as ""R.I.P."".
"R.I.P." has a background in Over 80 years of experience in Wall
Street both in the brokerage field and on the American Stock
Exchange and is willing to provide services to Xxxxxx based on
this background.
Xxxxxx desires to have services provided by "R.I.P.".
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on February 11, 1998,
"R.I.P." will provide the following services, (collectively, the
"Services"): on a best effort basis we will
(1) - "R.I.P. will be consultants to "Xxxxxx" on all matters
that will pertain to their growth in the United States.
(2) - Review all materials prepared by "Xxxxxx" for listing
on the American Stock Exchange.
(3) - Help in the selection of appropriate attorneys and
accountants.
(4) - Facilitating the time it takes for listing on the
exchange by acting as "Xxxxxx" agents.
(5) - Interview and make the determination of which
specialist to house "Xxxxxx" stock.
(6) - Give all-around financial advice concerning the stock
exchange.
(7) - After listing, informing all "R.I.P." clients (325
broker dealers) to buy and try to support "Xxxxxx" because we
feel it is a "good buy".
(8) - If need be, "R.I.P." will lend "Xxxxxx" the right to
use their name to increase their credibility in the financial
community.
(9) - Identify and determine the interest of potential
investors, who would consider investing in "Xxxxxx".
(10) - We will meet with potential investors and include
assisting scheduling meetings and presentations for "Xxxxxx".
(11) - Give all around advice to "Xxxxxx" based on our
knowledge and skills learned from over 80 years of professional
service both in the brokerage and exchange business.
2. PERFORMANCE OF SERVICES. The manner in which the Services
are to be performed and the specific hours to be worked by
"R.I.P." shall be determined by "R.I.P.". Xxxxxx will rely on
"R.I.P." to work as many hours as may be reasonably necessary to
fulfill "R.I.P."'s obligations under this Agreement.
3. PAYMENT. Xxxxxx will pay a fee to "R.I.P." for the Services
in the amount of $108,000.00. This fee shall be payable in two
parts:
The first part will be that Xxxxxx will pay to "R.I.P." 30,000
shares of company stock upon signing this contract, (As a
retainer fee for services to be performed for listing, picking
the right Specialist, and supporting the stock)
The second part will be that Xxxxxx will give R.I.P. $9000 a
month effective 4 months after successfully being listing on the
American Sock Exchange, for all other services contained in this
contract. Upon termination of this Agreement, payments under
this paragraph shall cease; provided, however, that "R.I.P."
shall be entitled to payments for periods or partial periods that
occurred prior to the date of termination and for which "R.I.P."
has not yet been paid,.
4. COMMISSION PAYMENTS. Xxxxxx will make commission payments
to "R.I.P." based on 3.00% of any monies raised. For the
purposes of this Agreement, any monies raised means Any funding
that is raised by either investors or agents that is brought in
by "R.I.P." for the benefit of "Xxxxxx." and that commission
will be in the form of 1 1/2% in stock, and 1 1/2% in cash.
a. Accounting. Xxxxxx shall maintain records in
sufficient detail for purposes of determining the amount of
the commission. Xxxxxx shall provide to "R.I.P." a written
accounting that sets forth the manner in which the
commission payment was calculated.
5. TERM/TERMINATION. This Agreement may be terminated by
either party upon 30 days written notice to the other party.
6. RELATIONSHIP OF PARTIES. It is understood by the parties
that "R.I.P." is an independent contractor with respect to
Xxxxxx, and not an employee of Xxxxxx. Xxxxxx will not provide
fringe benefits, including health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of
"R.I.P.".
7. EMPLOYEES. "R.I.P."'s employees, if any, who perform
services for Xxxxxx under this Agreement shall also be bound by
the provisions of this Agreement. At the request of Xxxxxx,
"R.I.P." shall provide adequate evidence that such persons are
"R.I.P."'s employees.
8. ASSIGNMENT. "R.I.P."'s obligations under this Agreement may
not be assigned or transferred to any other person, firm, or
corporation without the prior written consent of Xxxxxx.
9. CONFIDENTIALITY. "R.I.P." recognizes that Xxxxxx has and
will have the following information:
- costs
- future plans
- business affairs
- trade secrets
and other proprietary information (collectively, "Information")
which are valuable, special and unique assets of Xxxxxx.
"R.I.P." agrees that "R.I.P." will not at any time or in any
manner, either directly or indirectly, use any Information for
"R.I.P."'s own benefit, or divulge, disclose, or communicate in
any manner any Information to any third party without the prior
written consent of Xxxxxx. "R.I.P." will protect the Information
and treat it as strictly confidential. A violation of this
paragraph shall be a material violation of this Agreement.
10. CONFIDENTIALITY AFTER TERMINATION. The confidentiality
provisions of this Agreement shall remain in full force and
effect after the termination of this Agreement.
11. RETURN OF RECORDS. Upon termination of this Agreement,
"R.I.P." shall deliver all records, notes, data, memoranda,
models, and equipment of any nature that are in "R.I.P."'s
possession or under "R.I.P."'s control and that are Xxxxxx'x
property or relate to Xxxxxx'x business.
12. NOTICES. All notices required or permitted under this
Agreement shall be in writing and shall be deemed delivered when
delivered in person or deposited in the United States mail,
postage prepaid, addressed as follows:
If for Xxxxxx:
Xxxxxx Science Corp.
Xx. Xx, Xxx-xxxx or Xx. Xxxxxx Xxx
000 Xxxxxxxxx Xxx
Xxx Xxxx Xxxx, Xxx Xxxx 00000
If for "R.I.P.":
R.I.P. CONSULTANTS
Xx. Xxx Xxxxxx
Chairman of the Board
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Such address may be changed from time to time by either party by
providing written notice to the other in the manner set forth
above.
13. ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties and there are no other promises or
conditions in any other agreement whether oral or written. This
Agreement supersedes any prior written or oral agreements between
the parties.
14. AMENDMENT. This Agreement may be modified or amended if
the amendment is made in writing and is signed by both partes.
15. SEVERABILITY. If any provision of this Agreement shall be
held to be invalid or unenforceable for any reason, the remaining
provisions shall continue to be valid and enforceable. If a
court finds that any provision of this Agreement is invalid or
unenforceable, but that by limiting such provision it would
become valid and enforceable, then such provision shall be deemed
to be written, construed, and enforced as so limited.
16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to
enforce any provision of this Agreement shall not be construed as
a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this
Agreement.
17. APPLICABLE LAW. This Agreement shall be governed by the
laws of the State of New York.
Party receiving services:
Xxxxxx Science Corp.
By: /s/ Xx Xxx-xxxx
Xx. Xx, Xxx-xxxx
President
Party providing services:
R.I.P. CONSULTANTS
By: /s/ Xxx Xxxxxx 2/13/98
Xxx Xxxxxx
Chairman of the Board
