CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into effective as of the 1st day
of February, 2002 by and between Xx. Xxxxxx Xxxxxxx, 54 Trinity Ct., 170 A
Gloucester Xxxxxxxx, London W2 U.K. ("Xx. Xxxxxxx") and New Millennium
Development Group Inc., a publicly traded Nevada Corporation with offices
located at #124 - 0000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
X0X 0X0 ("NMDV").
WHEREAS, Xx. Xxxxxxx provides consultation and advisory services
relating to business management and marketing; and
WHEREAS, NMDV desires to utilize Xx. Xxxxxxx services in connection with
its operations.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, Xx. Xxxxxxx and NMDV hereby agree as follows:
1. Consulting Services. Effective as of February 1, 2002, by and subject
to the terms and conditions herein contained, Xx. Xxxxxxx shall provide
business management, marketing consultation and advisory services to NMDV. Such
services shall include (a) the preparation, implementation and monitoring of
marketing plans, (b) advice concerning production layout and planning and
internal controls and (c) such other managerial assistance as Xx. Xxxxxxx
shall deem necessary or appropriate for NMDV's businesses in Europe.
2. Payment. In consideration of entering into this Agreement, Xx. Xxxxxxx
shall be provided 500,000 freely tradable NMDV shares, which shares are fully
paid upon the execution hereof and the binding of Xx. Xxxxxxx to the obligations
herein. The shares are to be issued in two certificates, each for 250,000
shares in the name of Xxxxxx Xxxxxxx. All certificates shall be delivered to
New Millennium Development Group Inc. at #000 - 0000 Xxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0.
3. Expenses. NMDV shall reimburse Xx. Xxxxxxx for all pre-approved
travel and other expenses incurred by it in rendering services hereunder,
including any expenses incurred by consultants for the purpose of
rendering services to or for the benefit of NMDV pursuant to this Agreement. Xx.
Xxxxxxx shall provide receipts and vouchers to NMDV for all expenses for which
reimbursement is claimed.
4. Invoices. All pre-approved invoices for expenses incurred by Xx. Xxxxxxx in
connection with services rendered pursuant to this Agreement shall be payable in
full within ten (10) days of the date of such invoice. Payment of invoices shall
be made by check made payable to the individual rendering the pre-
approved service and mailed to Rainier Holdings, Buckingham Square, Penthouse -
West Bay Road JMB Grand Cayman, Cayman Island within the allotted ten (10) days.
5. Personnel. Xx. Xxxxxxx shall be an independent contractor and no
personnel utilized by Xx. Xxxxxxx in providing services hereunder shall be
deemed an employee of NMDV.
6. Term and Termination. This Agreement shall be effective from February
1, 2002, and shall continue in effect for a period of 12 months thereafter.
This Agreement may be renewed for a provisional 12 month period thereafter,
upon mutual agreement of the parties.
7. Non-Assignablility. The rights, obligations, and benefits established by
this Agreement shall not be assignable by either party hereto. This Agreement
shall, however, be binding upon and shall inure to the benefit of the parties
and their successors.
8. Confidentiality. Neither Xx. Xxxxxxx nor any of its consultants, other
employees, officers, or directors shall disclose knowledge or information
concerning the confidential affairs of NMDV with respect to NMDV's business or
finances that was obtained in the course of performing services provided for
herein.
9. Limited Liability. Neither Xx. Xxxxxxx nor any consultants or other
employees shall be liable for consequential or incidental damages of any kind
to NMDV that may arise out of or in connection with any services performed
by Xx. Xxxxxxx hereunder.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada without giving effect to the
conflicts of law principles thereof or actual domicile of the parties.
11. Notice. Notice hereunder shall be in writing and shall be deemed to
have been given at the time when deposited for mailing with the United States
Postal Service enclosed in a registered or certified post-paid envelope
addressed to the respective party at the address of such party first above
written or at such other address as such party may fix by notice given pursuant
to this paragraph.
12. No other Agreements. This Agreement supersedes all prior
understandings, written or oral, and constitutes the entire Agreement
between-
the parties hereto with respect to the subject matter hereof. No waiver,
modification or termination of this Agreement shall be valid unless in writing
signed by the parties hereto.
13. Prohibited Activities. Consulting services provided under this
Agreement shall not include:
* services in connection with the offer or sale of securities in a
capital-raising transaction;
* services that directly or indirectly promote or maintain a market for
the securities of NMDV including without limitation the dissemination
of information that reasonably may be expected to sustain or raise or
otherwise influence the price of the securities;
* services providing investor relations or shareholder communications;
* consultation on mergers that take a private company public;
* consultation in connection with financing that involves any securities
issuance, whether equity or debt.
14. Counterparts. This Agreement may be signed in one or more counterparts.
15. Facsimile Transmission Signatures. A signature received pursuant to a
facsimile transmission shall be sufficient to bind a party to this Agreement.
IN WITNESS WHEREOF, NMDV and Xx. Xxxxxxx have dully executed this Agreement
effective as of the day and year first above written.
New Millennium Development Group, Inc. Xxxxxx Xxxxxxx
/s/ Xxx Xxxxxx /s/ Xxxxxx Xxxxxxx
_______________________________ _____________________________
By: Xxx Xxxxxx, President By: Xxxxxx Xxxxxxx
