CONSULTING AGREEMENT
Exhibit
10.1
Parties:
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Tasty
Fries, Inc.
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(Hereinafter
“the Company”)
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X.X.
Xxx 000
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Xxxx
Xxxx, Xx 00000
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Xxxxxx
X. Xxxxx, Xx.
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(Hereinafter
“Xxxxx)
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0000
Xxxxxxx Xxxxx
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Xxxx
Xxxx, Xx 00000
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Purpose:
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The
Company wishes to provide for the continued services of Xxxxx as
a
Consultant. Xxxxx has unlimited knowledge of the Tasty Fries, Inc.
French
fry machine. He will be instrumental in bringing the product into
full
scale production.
Xxxxx
will also direct the Companies engineering and manufacturing effort
and
wishes to continue to be employed by Tasty Fries, Inc. on the terms
and
conditions and for the consideration set forth in this Consulting
Agreement.
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Date: | November 1, 2007 |
The parties agree:
1.
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Kelly’s
contribution to Tasty Fries over the past 13 years has made him an
expert
in the field of dehydrated potatoes, extrusion and shaping of food
products. He is the original inventor of the Tasty Fries French fry
vending machine and was awarded a United States Patent (# 5,537,915)
in
July 1996. In addition to his engineering skills, he has vast experience
in the design and automation of food delivery systems. Xxxxx owned
and
operated a manufacturing/assembly company for 20 years. Tasty Fries
is
bringing its French fry vending machine to full scale production,
Kelly’s
experience and expertise in this area will prove invaluable to the
success
of Tasty Fries. Xxxxx has agreed to engineer and develop ancillary
products for the Company and to introduce new and unique design features
to keep the vending machine current with industry
demands.
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2.
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The
term of this Consultant Agreement shall be for a period of five years
from
the date of execution. Thereafter, if this Consultant Agreement is
not
terminated in writing by either party 90 days prior to the end of
the term
it shall be automatically renewed in additional two (2) year
terms.
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3.
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In
consideration of the premises and covenants hereinafter contained
and
other good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties hereto, fully intending
to be
legally bound hereby, agree as
follows.
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4.
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COMPENSATION
In
consideration for the services performed by Xxxxx, Tasty Fries agrees
to
pay Xxxxx a consulting fee of $12,500.00 per month. Payments to be
paid on
the first day of each consecutive month for the term set forth. Xxxxx
may
elect to have his Consultant fee paid in Company common stock at
the price
per share established by the closing bid of TFRY on the first business
day
of each month. Xxxxx shall be entitled to receive reimbursement for
all
expenses incurred and substantiated by him in connection with the
performance of his duties and in, furtherance of the business of
the
Company.
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5.
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ROYALTY
ON FRENCH FRY VENDING MACHINES
In
consideration for his services in designing and engineering the Company’s
French fry vending machine, the Company hereby grants Xxxxx a royalty
of
Two Hundred Fifty ($250.00) dollars for a period of twenty five (25)
years
for each French fry machine manufactured by or on behalf of the Company,
which machine is sold, leased or Company commercially operated, which
term
shall commence upon the Company’s first sale, lease or commercial
operation. The royalty shall be paid to Xxxxx the earlier of ten
(10)
business days from the date the Company receives payment in full
for each
such machine. Kelly’s right to receive royalties shall survive the
termination of this Consulting
Agreement.
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6.
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STOCK
PURCHASE RIGHTS
In
order to insure Kelly’s continued enthusiasm to design and engineer new
products utilizing the French fry vending machines patented technology
for
the benefit of the Company, Xxxxx is hereby granted the right , in
accordance with all applicable laws and regulations, including but
not
limited to the Securities and Exchange Act, as amended, to acquire
up to
one million (1,000,000) shares of the Company’s Common Stock for each full
year of Consulting Service with the Company, commencing with the
year
beginning November 1, 2007. The acquisition price of such stock shall
be
the closing bid price of the stock on November 1, (or the closest
business
day thereto) of each such full year. Xxxxx is granted the right to
exercise this option at any time up to ten (10) years from the date
his
right to acquire stock vests. Kelly’s right to purchase stock pursuant to
this provision shall survive the termination of this Consulting
Agreement.
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7.
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ACCELERATION
OF FEES
Upon
the occurrence of any reclassification by Tasty Fries of its common
stock,
or any capital reorganization of Tasty Fries or any consolidation
or
merger of Tasty Fries with or into another entity, or sale, transfer
or
other disposition by Tasty Fries of its property , assets and business
as
an entirety or substantially as an entirety,
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or
the liquidation, dissolution or winding up of Tasty Fries (each
such
occurrence, an “Extraordinary Event”), or the cancellation of this
Consulting Agreement, all amounts payable to Mega Consultants,
LLP as
consulting fees shall be immediately due and
payable.
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8.
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NON
DISCLOSURE OF CONFIDENTIAL INFORMATION
Xxxxx
covenants and agrees that so long as this Consulting Agreement is
in
effect, and at all times following the termination of this Consulting
Agreement, he will not, without the prior written consent of the
Company,
either directly or indirectly, knowingly transmit to any person,
concern
or entity any Confidential Information which Xxxxx should reasonably
know
should be kept confidential. As used herein “Confidential Information”
shall mean any information not generally known or disclosed to the
trade
or public concerning the business of Tasty Fries, including but not
limited to the names and addresses of any of the customers or suppliers
of
services (or types of services provided), any matters pertaining
to the
Company’s French fry vending machine, the personnel assignments and
policies of the Company and matters concerning the financial affairs
and
management of the Company and its
affiliates.
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9.
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GOVERNING
LAW AND VENUE
This
Agreement and the rights of the parties hereunder shall be interpreted
in
accordance with the laws of the state of Pennsylvania. Xxxxx and
the
Company agree that the sole and exclusive venue for any action brought
hereunder shall be Philadelphia,
Pennsylvania.
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10.
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SEVERABILITY
The
invalidity or unenforceability of any provision of this Agreement
in a
particular respect shall not effect the validity and enforceability
of any
other provision of this Agreement or of the same provision in any
other
respect.
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IN WITNESS WHEREOF, The parties hereto have caused this
Consulting Agreementto be executed as of the date first set forth
above.
TASTY
FRIES, INC.
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MEGA
CONSULTANTS, LLC
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/s/
Xxxxxx Xxxx
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/s/
Xxxxxx X. Xxxxx, Xx.
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Xxxxxx
Xxxx
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Xxxxxx
X. Xxxxx, Xx.
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President
and CEO
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President
and CEO
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