FINANCIAL CONSULTING SERVICES AGREEMENT
THIS FINANCIAL CONSULTING SERVICES AGREEMENT (this "Agreement") is entered into
as of September 8, 2003 by and between Sargon Capital, Inc., a Nevada
Corporation (the "Consultant"), and SinoFresh HealthCare, Inc. (the "Company").
WHEREAS, The Company desires to be assured of the association and services of
the Consultant in order to avail itself of the Consultant's experience, skills,
abilities, knowledge, and, background to facilitate long range strategic
planning and to advise the Company in business and/or financial matters and is
therefore willing to engage the Consultant upon the terms and conditions set
forth herein;
WHEREAS, The consultant agrees to be engaged and retained by the Company and,
upon the terms and conditions set forth herein.
WHEREAS, The company desires to engage the services of the Consultant in the
capacity of financial advisor for the purpose of identifying and assisting the
Company in obtaining funding for the expansion of its operations.
NOW, THEREFORE in consideration of the premises and the covenants, agreements
and obligations set forth herein and for other good and. valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
covenant and agree as follows:
1. CONSULTING SERVICES. The Consultant agrees to provide consulting services to
the Company during the term of this Agreement, by preparing and submitting
periodic reports to the Company's Board of Directors and upon such terms and to
the extent the parties agree from time to time. The nature of services to be
provided may include:
(a) Updating the Company's business plan and financial models;
(b) Business development assistance including terns of deals and
suggestions during negotiations;
(c) Sales assistance through the development of business models
and sales strategy;
(d) Advice regarding financing, review of proposed term sheets,
capitalization planning and, where appropriate participation
in negotiations with prospective investors;
(e) Strategic consulting regarding high level product planning,
market development, marketing and public relations planning;
(f) Consulting on corporate structure, employee stock option
structure, warrant arrangements and intellectual property
planning;
(g) Introductions to strategic partners and other alliance
candidates;
(h) Introductions to prospective customers for the Company's
products or services; and
(i) Participation and attendance at meeting with the Company's
Board of Directors, management, customers, strategic partners
and financing allies, as requested by the Company,
2. TERM. The term of this Agreement shall commence as of the date hereof
and shall be effective a period for thirty six (36) months (the
"Term"). The irrevocable term of this Agreement is binding on both
parties. This agreement may be extended under the same terms by mutual
agreement between the consultant and the Company.
3. DIRECTION, CONTROL AND COORDINATION. The Consultant shall perform its
consulting services under the direction and with the approval of the
Company's Chief Executive Officer.
4. DEDICATION OF RESOURCES. The Consultant shall devote such time,
attention and energy as is necessary perform and discharge the duties
and responsibilities under this Agreement in an efficient trustworthy,
and businesslike manner, The Company acknowledges that the Consultant
has other duties outside of its duties under this Agreement.
5. STANDARD OF PERFORMANCE. The Consultant shall use its best reasonable
efforts to perform its consulting services as an advisor to the Company
in a. professional, efficient and effective manner. The Consultant
shall perform its consulting services in conjunction and cooperation
with the Company, and with the Company's concurrence as appropriate and
necessary.
6. COMPENSATION. SinoFresh HealthCare, Inc. shall pay the Sargon Capital,
Inc. a monthly non-refundable consulting fee of $8,000.00 per month in
advance, payable on the first day of each month. In addition to the
consulting fee, Sargon Capital, Inc. shall be entitled to incentive
cash compensation equal to 0.50% of the gross revenue per year and .67%
of the net earnings before depreciation) taxes, and interest. "Gross
Revenue" shall be the gross sales of the Company after cost of goods
sold) determined in accordance with generally, accepted accounting
practices by the Company's Board of Directors. The incentive pay shall
be paid on a quarterly basis.
7. EXPENSES. The Company will reimburse Consultant, upon request from time
to time, or its reasonable out-of-pocket expenses incurred in
connection with Consultant's activities under this agreement.
Additionally, upon request by Consultant the Company will directly
secure and pay for reasonable out-of-pocket travel related expenses
necessary for Consultant to perform its duties under this agreement.
The Company must approve any expense exceeding $500.00 in advance.
8. CONFIDENTIAL INFORMATION. The Consultant recognizes and acknowledges
that by reason of its perform of its services and duties to the Company
(both during the Term and before or after it) it has had and will
continue to have access to confidential information of the Company and
its affiliates, including, without limitation, information and
knowledge pertaining to products and services offered, inventions.
innovations, designs, ideas, plans, trade secrets, proprietary
information, advertising, distribution and sales methods and systems,
and relationships between the Company and its affiliates and customers,
clients, suppliers and others who have business dealings with the
Company and its affiliates ("Confidential Information"). The Consultant
acknowledges that such Confidential Information is a valuable and
unique asset and covenants that it will not, either during or for five
years after the term of this Agreement, disclose my such Confidential
Information to any person for any reason whatsoever or use such
Confidential Information (except as its duties hereunder may require)
without the prior written authorization of the Company, unless such
information is in the public domain through no fault of the Consultant
or except as may be required by law. Upon the Company's request, the
Consultant will return all tangible materials containing Confidential
Information to the Company.
9. RELATIONSHIP. This agreement does not create, and shall not be
construed to create, any joint venture or partnership between the
parties. No officer, employee, agent, servant, or independent
contractor of the Consultant nor their affiliates shall at any time be
deemed to be an employee, agent, servant, or broker of the Company for
any purpose whatsoever solely as result or this Agreement, and the
Consultant shall have no right or authority to assume or create any
obligation or liability, express or implied, on the Company's behalf,
or to bind the Company in any manner or thing whatsoever.
10. NOTICES. Any once required or desired to be given under this Agreement
shall be in writing and shall be deemed given when personally delivered
or sent by certified or registered mail to the following addresses, or
such other address as to which one party may have notified the other in
such manner:
If to the Company: Xxxxx Xxxx
SinoFresh HealthCare, Inc.
000 Xxxxxx Xxx, Xxxxx 0000
Xxxxxxx, XX 00000
If to Consultant: Xxxxxxx X. Xxxxxxx
Xxxxxx Capital, Inc.
0000 X. Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
11. APPLICABLE LAW. The validity, interpretation and performance of this
Agreement shall be controlled by and construed under the laws of the
State of Florida.
12. SEVERABLITY. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any
other provisions of this Agreement.
13. WAIVER OF BREACH. The waiver by either party of a breach of any
provision of this Agreement by the other shall not operate or be
construed as a wavier of any subsequent breach by such party. No
waiver shall be valid unless in writing and signed by an authorized
officer of the Company or the Consultant.
14. BINDING EFFECT. This Agreement shall be binding upon the parties and
their respective personal representatives, successors and assigns.
15. ENTIRE AGREEMENT AND CHANGES. This Agreement contains the entire
understanding of the parties with respect to its subject matter, It
may not be changed ora1ly but only by an agreement in writing signed
by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought
16. COUNTERPARTS. This Agreement may be executed in counterparts each of
which shall constitute an original document, and both of which
together shall constitute the same document.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
SINOFRESH HEALTHCARE, INC,
By: _____________________________
Xxxxxx X. Xxxxxxxx
Title: Vice President of Corporate Finance
Date: September 8, 2003
Sargon Capital, Inc.
------------------------------
Xxxxxxx X. Xxxxxxx, Director
