BUSINESS CONSULTING SERVICES AGREEMENT
THIS BUSINESS CONSULTING SERVICES AGREEMENT ("Agreement") is made and
entered into in duplicate and shall be effective on June 23, 2003 ("Effective
Date"), by and between Rapid Bio Tests Corporation, a Nevada corporation
("Corporation" or "Company"), and Xxxxx XxXxxxxx ("Consultant").
RECITALS
A. It is the desire of the Corporation to engage the services of the
Consultant to consult with the Corporation regarding certain opportunities
available to the Corporation and other relevant matters relating to the business
of the Corporation, specifically: advising on general corporate matters for the
European market; specifically on-going strategic corporate planning and
long-term investment policies for increased revenues and earnings from targeted
European markets.
B. To date, the Consultant has already provided the Corporation with
certain services. A portion of the compensation provided for herein is
compensation for past services provided and a portion is for retaining
Consultant to perform ongoing services.
C. The Board has determined that Consultant's services provided
hereunder have a value of $40,000.00.
E. Consultant has experience in providing such services and has
developed relationships which could benefit the Corporation.
F. It is the desire of the Consultant to so consult with the Board of
Directors of the Corporation ("Board") and the officers of the Corporation
concerning those matters.
D. Corporation and Consultant specifically agree that the services
provided by Consultant will not relate to or involve, in any way, promoting the
Corporation's stock, assisting the Corporation in raising investment funds or
any other activities which prevent the use of a Registration Statement on Form
S-8 to register the compensation provided for under Section 5 of this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND
UNDERTAKINGS HEREIN SPECIFIED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE
OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES AGREE WITH EACH OTHER AS FOLLOWS:
1. TERM OF AGREEMENT. The respective duties and obligations of the
parties shall commence on the Effective Date and shall continue until and
terminated exactly twelve (12) months after the Effective Date.
2. CONSULTATIONS. The Consultant shall consult with the Board and the
officers of the Corporation, at reasonable times, concerning those matters
specified in Recital A hereof and other relevant matters relating to the
business of the Corporation and the matters specified in Recital A hereof.
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3. MANAGEMENT POWER OF CONSULTANT. The business affairs of the
Corporation and the operation of business of the Corporation shall be conducted
by the officers and administrative staff and employees of the Corporation. It is
the intention of the Corporation not to confer on the Consultant, and the
Consultant shall not have, any power of direction, management, supervision or
control of the administrative staff or other employees of the Corporation or to
otherwise be involved with the management of the business of the Corporation.
4. AUTHORITY TO CONTRACT. The Consultant shall have no power to, and
the Consultant shall not, obligate the Corporation in any manner whatsoever to
any contract, agreement, undertaking, commitment or other obligation.
5. COMPENSATION. For the performance of the services to be rendered to
the Corporation pursuant to the provisions of this Agreement, the Consultant
shall receive from the Corporation One Million (1,000,000) shares of the
Corporation's common stock. The Consultant is agreeing to accept the stock
compensation in lieu of cash compensation. The Corporation agrees to include the
stock compensation in a Registration Statement on Form S-8 (the "Registration
Statement") and, within 3 days of the effectiveness of the Registration
Statement, the Corporation will notify the Corporation's Transfer Agent to issue
that portion of the stock compensation that has been earned by Consultant and,
thereafter, shall issue, or have issued, the stock compensation to Consultant
within 5 business days of receiving a written invoice from Consultant. Such
invoice shall specify, in reasonable detail, the services provided and the
number of shares earned. If Corporation disputes the number of shares earned, it
shall immediately notify Consultant of such disagreement.
6. SERVICES OF CONSULTANT NOT EXCLUSIVE. The Consultant may represent,
perform services for, and be employed by, any additional persons as the
Consultant, in the Consultant's sole discretion, determines to be necessary or
appropriate.
7. RELATIONSHIP CREATED. The Consultant is not an employee of the
Corporation for any purpose whatsoever, but is an independent contractor. The
Corporation is interested only in the results obtained by the Consultant, who
shall have the sole and exclusive control of the manner and means of performing
pursuant to this Agreement. The Corporation shall not have the right to require
the Consultant to collect accounts, investigate customer or shareholder
complaints, attend meetings, periodically report to the Corporation, follow
prescribed itineraries, keep records of business transacted, make adjustments,
conform to particular policies of the Corporation, or do anything else which
would jeopardize the relationship of independent contractor between the
Corporation and the Consultant. All expenses and disbursements, including, but
not limited to, those for travel and maintenance, entertainment, office,
clerical and general administrative expenses, that may be incurred by the
Consultant in connection with this Agreement shall be borne and paid wholly and
completely by the Consultant, and the Corporation shall not be in any way
responsible or liable therefor.
8. INDEMNIFICATION. Each party shall save the other party harmless from
and against and shall indemnify the other party for any liability, loss, costs,
expenses, or damages however caused by reason of any injury (whether to body,
property, or personal or business character or reputation) sustained by any
person or to any person or to property by reason of any act, neglect, default,
or omission of such party or any of such party's agents, employees, or other
representatives, and, such party shall pay any and all amounts to be paid or
discharged in case of an action or any such liability less costs, expenses, or
damages. If either party is sued in any court for damages by reason of any of
the acts of the other party referred to in this Paragraph 8, such other party
shall defend said action (or cause same to be defended) at such other party's
own expense and shall pay and discharge any judgment that may be rendered in any
such action; if such other party fails or neglects to so defend in said action,
the party sued may defend the same and any expenses, including reasonable
attorneys' fees, which such party may pay or incur in defending said action and
the amount of any judgment which such party may be required to pay as a result
of said action shall be promptly reimbursed upon demand.
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9. GOVERNMENTAL RULES AND REGULATIONS. The provisions of this Agreement
are subject to any and all present and future orders, rules and regulations of
any duly constituted authority having jurisdiction of the relationship and
transactions contemplated by the provisions of this Agreement.
10. ENTIRE AGREEMENT. This Agreement is the final written expression
and the complete and exclusive statement of all the agreements, conditions,
promises, representations, warranties and covenants between the parties with
respect to the subject matter of this Agreement, and this Agreement supersedes
all prior or contemporaneous agreements, negotiations, representations,
warranties, covenants, understandings and discussions by and between and among
the parties, their respective representatives, and any other person, with
respect to the subject matter specified in this Agreement. This Agreement may be
amended only by an instrument in writing which expressly refers to this
Agreement and specifically states that such instrument is intended to amend this
Agreement and is signed by each of the parties.
11. NUMBER AND GENDER. Whenever the singular number is used in this
Agreement, and when required by the context, the same shall include the plural,
and vice versa; the masculine gender shall include the feminine and neuter
genders, and vice versa; and the word "person" shall include corporation, firm,
trust, estate, joint venture, governmental agency, sole proprietorship,
political subdivision, company, congregation, organization, fraternal order,
club, league, society, municipality, association, joint stock company,
partnership or other form of entity.
12. EXECUTION IN COUNTERPARTS. This Agreement may be prepared in
multiple copies and forwarded to each of the parties for execution. All of the
signatures of the parties may be affixed to one copy or to separate copies of
this Agreement and when all such copies are received and signed by all the
parties, those copies shall constitute one agreement which is not otherwise
separable or divisible.
13. ASSIGNABILITY. Neither party shall sell, assign, transfer, convey
or encumber this Agreement or any right or interest in this Agreement or
pursuant to this Agreement, or suffer or permit any such sale, assignment,
transfer or encumbrance to occur by operation of law without the prior written
consent of the other party.
14. CONSENT TO AGREEMENT. By executing this Agreement, each party
represents such party has read or caused to be read this Agreement in all
particulars, and consents to the rights, conditions, duties and responsibilities
imposed upon such party as specified in this Agreement.
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IN WITNESS WHEREOF the parties have executed this Business Consulting
Agreement in duplicate and in multiple counterparts, each of which shall have
the force and effect of an original, on the date specified in the preamble of
this Agreement.
CORPORATION: CONSULTANT:
By: /s/ Xxxxxxxx Xxxxxx /s/ Xxxxx XxXxxxxx
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Its: President Xxxxx XxXxxxxx
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