CONSULTING AGREEMENT
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Consulting Agreement made as of May 7, 2003, between T & G2, a Nevada
corporation with offices at 00 Xx Xxxxxx Xxx., Xxxxxxxx Xxxxxxx, XX 00000 and
3rd Millennium Management, a Delaware corporation with offices at 00 Xxx Xxxxxxx
Xxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (3rd Millennium).
T & G2 is in need of assistance in developing its strategic plans, gaining
access to business opportunities, and other management functions, and 3rd
Millennium is experienced in these areas and is capable of providing valuable
services to T & G2.
Therefore, it is agreed:
1. SERVICES. During the Term of this Agreement, 3rd Millennium shall provide
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advise to T & G2's management and shall consult with T & G2 concerning
management of sales and marketing resources, strategic planning, corporate
organization and structure, financial matters in connection with the
operation of the businesses of T & G2, expansion of services, acquisitions
and business opportunities. 3rd Millennium shall also review and advise T &
G2 regarding its overall progress, needs and condition. 3rd Millennium
agrees to provide on a timely basis the following enumerated services plus
any additional services contemplated hereby:
a) The implementation of short-range and long-term strategic planning to fully
develop and enhance T & G2's assets, resources, products and services:
b) The implementation of a marketing program to enable T & G2 to broaden the
markets for its products and promote the image of T & G2 and its products
and services;
c) Advice to T & G2 regarding the recruitment and employment of key executives
consistent with the expansion of operations of T & G2;
d) The identification, evaluation, structuring, negotiating, and closing of
joint ventures, strategic alliances, business acquisitions, and advice with
regard to the ongoing managing and operating of such acquisitions upon
consummation thereof; and
e) Advice and recommendations regarding corporate financing including the
structures, terms, and content of bank loans, institutional loans, private
debt funding, mezzanine financing, and other equity financing.
2. TERM. The term ("Term") of this Agreement shall commence on the date hereof
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and shall terminate on the one year anniversary of the execution of this
Agreement.
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3. COMPENSATION. As full compensation for the services to be rendered
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hereunder, T & G2 shall issue to 3rd Millennium two hundred fifty thousand
(250,000) shares at par value and one million seven hundred fifty thousand
(1,750,000) shares of its common stock, at the greater of six cents ($0.06)
or twenty (20) percent discount to the five (5) day trading price of T & G2
at the time of exercise. The options may be exercised in whole or part at
anytime during the term of this Agreement. The shares will be issued in
accordance with the terms of equity plans that have been registered with
the Securities and Exchange Commission in a Registration Statement on Form
S-8, which shall be effective on the date on which the shares are issued.
4. CONFIDENTIALITY. 3rd Millennium will not disclose to any person, firm or
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corporation, nor use for its own benefit, during or after the Term of the
Consulting Agreement, any trade secrets or other information designated as
confidential by T & G2 which is acquired by 3rd Millennium in the course of
performing services hereunder. Any financial advice rendered by 3rd
Millennium pursuant to this Consulting Agreement may not be disclosed in
any manner without the prior written approval of T & G2.
5. INDEMNIFICATION. T & G2 hereby agrees to indemnify and hold 3rd Millennium
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and its officers and affiliates harmless from and against all losses,
claims, damages, liabilities, costs or expenses, including reasonable
attorney's fees (collectively, "Liabilities") arising from the performance
of this Consulting Agreement. This indemnity shall not apply, however, and
3rd Millennium shall indemnify and hold T & G2, its affiliates, control
persons, officers, and employees and agents harmless from and against all
Liabilities arising from gross recklessness or willful misconduct by 3rd
Millennium in the performance of its services hereunder.
6. INDEPENDENT CONTRACTOR. The relationship between 3rd Millennium and T & G2
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is that of independent contractors. 3rd Millennium shall not hold itself
out as an agent of T & G2, nor shall it take any action from which others
might infer that it is an agent of T & G2 or that it is engaged in a joint
venture with T & G2.
7. MISCELLANEOUS. This Consulting Agreement sets forth the entire
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understanding of the parties relating to the subject matter hereof, and
supersedes any prior communications, understandings or 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
both parties. This Consulting Agreement shall be governed by the laws of
the State of New Jersey applicable to contracts made and to be performed
therein.
8. NOTICES. Any notice required or permitted hereunder shall be given in
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writing, and shall be deemed effectively given upon personal delivery or
one business day after tender to an overnight delivery service of national
reputation, addressed to the parties at the address set forth at the start
of this Agreement, or at such other addresses as a Party may designate by
ten days advance written.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
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forth at the start of this Agreement.
T & G2 3rd MILLENNIUM MANAGEMENT
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By: By:
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Xxxxx Xxxxxxxxx, CEO Xxxxxx Xxxxx, CEO
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ATTACHMENT A
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It is hereby acknowledged that the compensation for the services identified
in the foregoing Agreement will be in the form of T&G2, Inc. Class A Common
Stock registered on From S-8. Accordingly, the Consultant represents that the
services to be performed under the Agreement are eligible services as required
by Form S-8, and that the stock, when issued, must be issued in the name of a
"natural person" as defined by the applicable securities laws.
The Consultant represents that none of the compensation received hereunder
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is for promoting or maintaining a market in the stock of T&G2, Inc. The
Consultant, under the terms of this Agreement is not being retained to find
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investors; provide investor relations or shareholder communication services;
promote T&G2, Inc.'s stock through newsletters; or as part of a capital raising
scheme.
Additionally, the Consultant represents that, with regard to the stock to
be registered as compensation for the services rendered hereunder, (i) neither
T&G2, Inc., or a promoter of its stock, will direct the resale in the public
market of the stock received under this Agreement as compensation; and (ii)
T&G2, Inc. will not receive any portion of the proceeds of the resale of the
stock issued as compensation hereunder.
The Consultant acknowledges that T&G2, Inc., and its counsel, will rely on
these representations when filing the Form S-8 to register the shares that are
received as compensation.
CONSULTANT
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