CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement"), is made and entered into as
of this 1st day of July, 2004 (the "Effective Date") by and between Weight Loss
Forever International, Inc., a Nevada corporation ("WLFI" or the "Company") and
Wellness Ventures, LLC, a Florida limited liability company ("Wellness" or the
"Consultant"). Each of WLFI and Wellness shall be referred to as a "Party" and
collectively as the "Parties."
RECITALS
WHEREAS, WLFI is listed for trading on the Over the Counter Bulletin
Board, its current liabilities far exceed its current assets, it is in need of
financing, and the price of its common stock has been on a steady decline;
WHEREAS, Wellness is a shareholder of WLFI, has experience and expertise
in areas needed by WLFI, and desires to provide services to WLFI and to take
certain steps in an attempt to help WLFI remedy its financial situation and
increase awareness of its common stock, with the ultimate goal of increasing the
value of Wellness' holdings;
WHEREAS, WLFI wishes to engage the consulting services of Wellness; and
WHEREAS, Wellness wishes to provide WLFI with consulting services on the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the Parties hereto hereby agree as follows:
1. CONSULTING SERVICES
The Company hereby authorizes, appoints and engages Wellness to provide
management and consulting services to WLFI in the areas of franchisee, customer,
and vendor management, as well as the identification and due diligence review of
new acquisition opportunities, to identify sources of financing for the Company,
and to increase the public's awareness of the Company's common stock.
2. TERM OF AGREEMENT
This Agreement shall be in full force and effect as of the date hereof and
extend for a period of twelve (12) months therefrom. The Company shall have the
right to terminate this Agreement at any time in the event of the death,
bankruptcy, insolvency, or assignment for the benefit of creditors of the
Consultant. Consultant shall have the right to terminate this Agreement at any
time if the Company fails to comply with the terms of this Agreement, including
without limitation its responsibilities for compensation as set forth in this
Agreement. Other than as described herein, this Agreement can only be terminated
in a writing signed by both parties.
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3. COMPENSATION TO CONSULTANT
The Consultant's compensation for the Consulting Services shall be the sum
of One Million Two Hundred Fifty Thousand Dollars ($1,250,000), all of which
shall be deemed by the Parties to be earned in full upon execution of this
Agreement. The compensation shall be payable to the Consultant on the following
terms:
a. In the event the Company is successful in obtaining equity or debt
financing from any source during the term of this Agreement, then
the Company agrees to pay the first $250,000 from said financing
(unless amounts are first due to individuals or parties introducing
the financing sources) to the Consultant. After the initial payment,
the Company agrees to pay one-half (1/2) of the proceeds of all
financing transactions to the Consultant until the obligations under
this Agreement are paid in full. The Company may otherwise prepay
any amounts due and owing under this Agreement at any time;
b. The Company may, at any time or from time to time, satisfy its
obligations to Consultant under the terms of this Agreement in
common stock of the Company at a price of $0.08 per share;
c. The Consultant may, at any time or from time to time, convert the
unpaid amounts due under this Agreement into common stock of the
Company at a price equal to fifty percent (50%) of the closing bid
price on the date of conversion. Consultant shall deliver a notice
of conversion no later than 5pm, EST, on the date it intends to
effect a conversion in accordance with the terms hereof;
d. Interest shall begin to accrue on any unpaid amounts due to
Consultant under this Agreement on the date which is one (1) year
from the date hereof at the rate of ten percent (10%) per annum;
e. Any unpaid amounts due to Consultant under this Agreement, including
accrued but unpaid interest, shall all be due and payable on the
date which is two (2) years from the date hereof.
4. REPRESENTATIONS AND WARRANTIES OF CONSULTANT
Consultant represents and warrants to and agrees with the Company that:
a. This Agreement has been duly authorized, executed and delivered by
Consultant. This Agreement constitutes the valid, legal and binding
obligation of Consultant, enforceable in accordance with its terms,
except as rights to indemnity hereunder may be limited by applicable
federal or state securities laws, and except as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditor's rights generally; and
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b. The consummation of the transactions contemplated hereby will not
result in any breach of the terms or conditions of, or constitute a
default under, any agreement or other instrument to which Consultant
is a party, or violate any order, applicable to Consultant, of any
court or federal or state regulatory body or administrative agency
having jurisdiction over Consultant or over any of its property, and
will not conflict with or violate the terms of Consultant's current
employment.
c. The Consultant acknowledges that it shall be responsible for any
costs or expenses incurred in rendering services pursuant to this
Agreement, including but not limited to the hiring of subcontractors
and any and all expenses incurred as a result of any agreements
between Consultant and South Beach Securities Inc. and/or Xxxxxxx
Xxxxxxxx, but not including obligations arising from agreements
directly between the Company and said consultants.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents, warrants, covenants to and agrees with
Consultants that:
a. This Agreement has been duly authorized, and executed by the Company
and is a binding obligation of the Company, enforceable in
accordance with its terms, except as rights to indemnity hereunder
may be limited by applicable federal or state securities laws,
except in each case as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting
creditor's rights generally.
6. INDEPENDENT CONTRACTOR
Both the Company and the Consultant agree that the Consultant will act as
an independent contractor in the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that Consultant,
or any employee, agent or other authorized representative of Consultant, is a
partner, joint venturer, agent, officer or employee of the Company. Neither
party hereto shall have any authority to bind the other in any respect vis a vis
any third party, it being intended that each shall remain an independent
contractor and responsible only for its own actions.
7. NOTICES
Any notice, request, demand, or other communication given pursuant to the
terms of this Agreement shall be deemed given upon delivery, and may only be
delivered or sent via hand delivery, facsimile, or by overnight courier,
correctly addressed to the addresses of the parties indicated below or at such
other address as such party shall in writing have advised the other party.
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If to The Company: Weight Loss Forever International, Inc.
000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Facsimile (___) ___________________
If to Consultant: Wellness Ventures, LLC
Facsimile (___) ___________________
8. ASSIGNMENT
This contract shall inure to the benefit of the parties hereto, their
heirs, administrators and successors in interest. This Agreement shall not be
assignable by the Company without the prior written consent of Consultant, but
the consideration due to Consultant may be assigned by Consultant without
further approval by the Company. In the event of such an assignment, the
Consultant agrees to provide notice to the Company within five (5) business
days.
9. CHOICE OF LAW AND VENUE
This Agreement and the rights of the parties hereunder shall be governed
by and construed in accordance with the laws of the State of Florida including
all matters of construction, validity, performance, and enforcement and without
giving effect to the principles of conflict of laws. Any action brought by any
party hereto shall be brought within the County of Orange, State of Florida.
10. ENTIRE AGREEMENT
Except as provided herein, this Agreement, including exhibits, contains
the entire agreement of the parties, and supersedes all existing negotiations,
representations, or agreements and all other oral, written, or other
communications between them concerning the subject matter of this Agreement.
There are no representations, agreements, arrangements, or understandings, oral
or written, between and among the parties hereto relating to the subject matter
of this Agreement that are not fully expressed herein.
11. SEVERABILITY
If any provision of this Agreement is unenforceable, invalid, or violates
applicable law, such provision, or unenforceable portion of such provision,
shall be deemed stricken and shall not affect the enforceability of any other
provisions of this Agreement.
12. CAPTIONS
The captions in this Agreement are inserted only as a matter of
convenience and for reference and shall not be deemed to define, limit, enlarge,
or describe the scope of this Agreement or the relationship of the parties, and
shall not affect this Agreement or the construction of any provisions herein.
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13. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which shall together constitute one and
the same instrument.
14. MODIFICATION
No change, modification, addition, or amendment to this Agreement shall be
valid unless in writing and signed by all parties hereto.
15. ATTORNEYS FEES
Except as otherwise provided herein, if a dispute should arise between the
parties including, but not limited to arbitration, the prevailing party shall be
reimbursed by the non-prevailing party for all reasonable expenses incurred in
resolving such dispute, including reasonable attorneys' fees.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
"Company" "Consultant"
Weight Loss Forever International, Inc., Wellness Ventures, LLC,
a Nevada corporation a Florida limited liability company
/s/ Xxxx Xxxxxx /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------------------------- -----------------------------------
By: Xxxx Xxxxxx By: Xxxxxxxxxxx X. Xxxxxx
Its: President Its: Managing Member
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