EX-10.1
CONSULTING AGREEMENT
This Consulting Agreement ["the Agreement"] entered into on the date herein
below set forth adjacent to the signatures of the parties executing the same
between Xxxxxx X. Xxxxxxxx, Esq., Attorney at Law [AJohnston@], and Freestar
Technologies [AClient@].
Whereas Client requires the services of Xxxxxxxx to facilitate the acquisition
by Client of all of the assets of EPaylatina, S.A., a Dominican Republic
company; and
Whereas Xxxxxxxx is an attorney at law and is in the business of facilitating
the acquisition of companies by other companies by merger and/or acquisition,
the drafting and filing of documents for the Securities & Exchange Commission
and other regulatory agencies and stock exchanges through retained
professionals; and
Whereas Xxxxxxxx has provided for legal services to be furnished to Client in
the Dominican Republic to further facilitate this transaction.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Responsibilities and Warranties of Xxxxxxxx: Xxxxxxxx hereby agrees to
perform consulting and advisory services for the Client in conjunction with the
acquisition of all of the assets of EPaylatina, S.A. and to draft all necessary
and appropriate documents in connection therewith, to become an interim director
and officer of Client to further facilitate this acquisition and to engage such
other and necessary professionals as may be necessary to complete the
acquisition and to draft and file any and all necessary documents with
regulatory authority as may be necessary to complete the acquisition and report
the same.
Additionally, Xxxxxxxx shall obtain the services on behalf of EPaylatina to
provide an independent Certified Public Accountant to prepare the required
audited financial statements for the filing of an 8-K Report with the SEC.
2. Client's Responsibilities & Warranties: Client agrees to provide to Xxxxxxxx
with all information necessary together with any documents which may be
requested by Xxxxxxxx or such professionals as Xxxxxxxx may retain in connection
with this Agreement to facilitate the work which Xxxxxxxx has agreed to perform
under the terms hereof.
Client shall be solely responsible for the accuracy of the information and
representations made in any document prepared by Xxxxxxxx and/or his retained
professionals.
3. Consideration: Client shall pay to Xxxxxxxx and/or his assigns a total of
4,000,000 shares of common stock in Client as a fee for his services, such
shares shall be subject to registration by Client on Form S-8 within 7 days of
the completion of Xxxxxxxx'x initial work and Client shall complete the S-8
Registration Statement at its sole expense.
Additionally, Client shall pay directly to the retained professionals the
following fees:
(1) Xxxxxx X. Xxxxxxxx, Esq., 2,000,000 shares; and
(2) Xxxxxxx Xxxxxx, Esq., 2,000,000 shares.
4. Costs: In addition to the compensation set forth in Paragraph 3 above, Client
shall pay directly any filing fees required to be submitted with any
registration, filing, membership application, self-regulatory agency fees,
bonding, fingerprinting or testing expenses, all of which must be paid directly
by Client when requested by Xxxxxxxx.
Client must issue checks in full payment of any such fees, payable to the
appropriate payee in the appropriate amount and return the checks to Xxxxxxxx
together with all properly executed documents.
5. TIMELY REVIEW BY CLIENT: BE WARNED THAT SOME AGENCIES DO NOT ACCEPT DOCUMENTS
WHICH HAVE BEEN NOTARIZED MORE THAN 30 DAYS PRIOR TO THEIR SUBMISSION. ANY
DOCUMENT THAT REQUIRES REVISION DUE TO THE CLIENT'S FAILURE TO RETURN THEM DULY
EXECUTED AND WITH PAYMENT AS REQUIRED WITHIN THE TIME FRAME SET FORTH ABOVE, MAY
FIND THAT THE DOCUMENTS MUST BE REVISED AND RE-EXECUTED.
6. Circumstances incident to filing of documents: Xxxxxxxx does not accept
responsibility for any occurrence resulting from Federal and/or State processing
backlogs, agency computer breakdowns or other circumstances which may cause a
delay in the processing of documents with any such agency.
7. Indemnification: In the event litigation is instituted against Client naming
Xxxxxxxx as a co-defendant for any reason, Client hereby agrees to indemnify and
hold harmless Xxxxxxxx, his partners, employees, agents, representatives,
retained professionals, their assigns and controlling persons from any loss,
claim, damages, liabilities, costs and expense in any suit, proceeding and/or
claim arising from the cost of investigating, preparing and defending the
submissions made by Xxxxxxxx based upon information which was obtained from
Client and submitted on forms prepared by Xxxxxxxx and/or its retained
professionals. This said Paragraph 7 shall survive the expiration or termination
of this Agreement.
8. Independent Contractor Status: Client acknowledges that Xxxxxxxx shall
perform his services under the provisions of this Agreement as an Independent
Contractor and not as an employee or an affiliate of Client.
9. Amendment and Modification: Subject to applicable law, this Agreement may be
amended, modified or supplemented only by a written agreement signed by both
parties. No oral modifications to this Agreement may be made.
10. Entire Agreement: This Agreement contains the entire agreement between the
parties hereto and supersedes any prior understanding, written or oral,
respecting the subject matter hereof. The failure of Xxxxxxxx to insist upon
strict performance of any term of this Agreement shall not be construed by
Client as a waiver at any time of the rights, remedies or indemnification, all
of which shall remain in full force and effect from the time of the execution
hereof.
11. Binding Effect: This Agreement shall be binding upon the heirs, executors,
administrators, assigns of the parties hereto and Client shall not assign its
rights hereunder or delegate its duties under any of the terms hereof without
the prior written consent of Xxxxxxxx, which consent will not be unreasonably
withheld.
12. Attorney's Fees and Costs: In the event an arbitration, mediation, suit or
action is brought by any party under this Agreement to enforce any of its terms,
or in any appeal therefrom, it is agreed that the prevailing party shall be
entitled to receive its reasonable attorney's fees and costs in connection
therewith.
13. Severability: If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future law during the term hereof,
such provision shall be fully severable and this Agreement shall be construed
and enforced as if such illegal, invalid or unenforceable provision never
comprised a part hereof and the remaining provisions shall remain in full force
and effect and shall not be affected by the illegal, invalid or unenforceable
provisions or by its severance here from. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, there shall be added automatically as part
of this Agreement, a provision as similar in nature in its terms to such
illegal, invalid or unenforceable provision as may be legal, valid and
enforceable.
14. Governing Law: This Agreement shall be governed by the Laws of the State of
California and the venue for the resolution of any dispute arising hereunder
shall be in Los Angeles County, California.
15. Independent Advise of Counsel: Client acknowledges and agrees that it has
received the independent advise of counsel prior to executing this Agreement and
that counsel has explained to Client the terms of this Agreement and their legal
ramifications.
IN WITNESS HEREOF, the parties above have caused this Agreement to be duly
executed at Downey, California on the day and year set forth below.
By: /s/ Xxxxxx X. Xxxxxxxx Date: August 1, 2001
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Xxxxxx X. Xxxxxxxx
CLIENT:
Name: FREESTAR TECHNOLOGIES
By: /s/ Xxxx Xxxx Date: August 1, 2001
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Officer: Chief Executive Officer
Name: Xxxx Xxxx
