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Management Consulting Agreement
with
Corp-Link Corporation
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March 10, 1997
Xxx X. Xxxxx
Xxxxxxxx Capital, Inc.
0000 Xxxxxxxxxx Xx.
Xxxxx 00
Xxxxx Xxxxxxx, XX 00000
Re: Management Consulting Agreement
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Dear Xx. Xxxxx
Formalizing our earlier discussions, this is to acknowledge and confirm
the terms of our Management Consulting Agreement ("Consulting Agreement") as
Follows:
1. PRENTICE CAPITAL, INC.. (the "Company") hereby engages Corp-Link
Corporation (Corp-Link) and Corp-Link hereby agrees to render services to the
Company as a management consultant, strategic planner and advisor.
2. DUTIES. During the term of this agreement Corp-Link shall provide
advice to, undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and structure,
financial matters in connection with the operation of the business of the
Company, expansion of services, stockholder relations, and shall review and
advise the Company regarding its overall progress, needs and condition.
Corp-Link agrees to provide on a Timely basis the following enumerated services
plus additional services contemplated thereby:
(a) The implementation of short range and long term strategic
planning fully develop and enhance the Company's assets, resources, products and
services;
(b) The implementation of a marketing program to assist the
Company in broadening the markets for its business and services and promote the
image of the Company and its business and services;
(c) Assist the Company in the monitoring of services provided by
the Company's advertising firm, public relations firm and other professionals to
be employed by the Company;
(d) Advise the Company relative to the continued development of a
customer relations program and to stimulate interest in the Company by
institutional investors and other members of the financial community;
(e) Advise the Company relative to the recruitment and employment
of key executives consistent with the expansion of operations of the Company;
(f) Advise and recommend to the Company additional services
relating to the present business and services provided by the Company as well as
new products and services that may be provided by the Company.
3. TERM. The term of this consulting agreement shall be for a 12-month
period commencing when the Company completes it's reverse merger.
4. COMPENSATION. As compensation for its services hereunder, Corp-Link
shall receive 500,000 shares of Prentice Capital, Inc. free trading common stock
via an S.8 registration. Corp-Link shall be granted 670,000 options of the
company's common stock exercisable at .25(cent) per share to be registered via
an S.8 registration.
5. EXPENSES. Corp-Link shall be responsible for all expenses it may
incur in performing services under this Consulting Agreement.
6. CONFIDENTIALITY. Corp-Link will not disclose to any other person,
firm of corporation, nor use for its own benefit, during or after the term of
this Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Corp-Link in the course of its
performing services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing or pendency of
patent applications,) Any financial advice rendered by Corp-Link pursuant to
this Consulting Agreement may not be disclosed publicly in any manner without
the prior written approval of The Company.
7. INDEMNIFICATION. The Company agrees to indemnify and hold Corp-Link
harmless from and against all losses, claims, damages, liabilities, costs or
expenses (including reasonable attorney's fees (collectively the
"Liabilities")joint and several, arising out of the performance of this
Consulting Agreement, whether or not Corp-Link is a party to such dispute. This
indemnity shall not apply, however, and Corp-Link indemnify and hold the
Company, its affiliates, control persons, officers, employees and agents
harmless from and against, all Liabilities, where a court of competent
jurisdiction has made a final determination
that Corp-Link engaged in gross recklessness and willful misconduct in the
performance of its services hereunder which gave rise to the losses, claim,
damage, liability cost expense sought to be recovered hereunder (but pending any
such final determination, the indemnification and reimbursement provision of
this Consulting Agreement shall apply and the Company shall perform its
obligations hereunder to reimburse Cow-Link for its expenses.) The provisions of
this paragraph 7 shall survive the termination and expiration of this Consulting
Agreement.
8. INDEPENDENT CONTRACTOR. Corp-Link and the Company hereby acknowledge
that Corp-Link is an independent contractor. Corp-Link shall not hold itself out
as, nor shall it take any action from which others might infer, that it is an
agent of or a joint venturer of the Company.
9. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the patties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of Florida. In the event of any dispute as to the terms of this Consulting
Agreement, shall be settled through arbitration before the American Arbitration
Association sitting in Ft. Lauderdale, FL with the final decision being binding
on both parties.
Please confirm that the foregoing correctly sets forth our
understanding by signing this letter where provided and returning it to us at
your earliest convenience.
Very truly yours,
Corp-Link Corporation
BY: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President
Accepted and Agreed to as of
the 10th day of March, 1997
Prentice Capital, Inc.
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
Title: President
