Exhibit 10.68
CONSULTING AGREEMENT
WITH XXXXX XXXX
This consulting agreement ("Consulting Agreement") is made as of this
Tuesday, August 26, 2003 by and between Xxxxxx Xxxx, Berrag Farm, Xxxxxx,
Isle of Man, (referred to herein as the "Consultant") and Trezac International
Corporation, 0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000; (referred to
herein as the "Company"), with Xxxxxx Xxxx (referred to herein as the
"Consultant") and Company collectively sometimes herein referred to as the
"Parties". The Parties hereto, for good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, hereby agree as follows:
WHEREAS, the Company is a fully reporting company whose securities
are traded on the Over-the-Counter Bulletin Board under the ticker symbol
"TRZA"; and
WHEREAS, and the Consultant is an attorney who is in the business of
consulting with private and public companies regarding issues of business
development;
WHEREAS, the Company wishes to retain Xxxxx Xxxx. as a non-
exclusive corporate consultant; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain Xxxxx Xxxx to provide assistance in
evaluating food and beverage opportunities in the former Soviet Union. Without
limiting the generality of the foregoing, the Consultant will also assist the
Company in developing and assisting in matters of corporate strategy with
regards to former Soviet Union beverage opportunities, particularly in Moldova
and discussions pertaining thereof.
The Company understands that any and all suggestions, opinions or
advice given to the Company by the Consultant are advisory only and the
ultimate responsibility, liability and decision regarding any action(s)
taken or filings made lies solely with the Company and not with the
Consultant.
2. Term. The term of this Consulting Agreement shall be for a period of
twelve months, with a renewal option of an additional twelve months from the
signing of this agreement, based on the mutual consent of both parties.
3. Compensation. As consideration for the services provided by Consultant,
the Company shall pay to Consultant the following:
As compensation for entering into this Consulting Agreement and for services
rendered over the Term, Xxxxx Xxxx shall be granted fifteen million
(15,000,000) shares of the Company's common stock, par value $0.0001 per share.
The Company hereby agrees to register the shares of common stock underlying
the above referenced common stock on a Form S-8 registration statement. The
shares of common stock to be issued to Consultant shall be duly authorized
and validly issued, fully paid and unassessable, free of liens, encumbrances
and restrictions on transfer, and shall be issued in accordance with the
registration or qualification provisions of the Securities Act of 1933, as
amended, and any relevant state securities laws or pursuant to valid
exemptions therefrom.
4. Independent Contractor. Consultant's relationship with the Company will be
that of an independent contractor and not an employee. Consultant will not be
eligible for any employee benefits, nor will the Company make deductions from
consideration paid to Consultant for taxes, all of which will be Consultant's
responsibility. Consultant will have no authority to enter into agreements
that bind Company or create obligations on the part of the Company without
the prior written authorization of the Company.
5. Company's Representations. Warranties and Covenants. As of the effective
date, the Company hereby represents, warrants and covenants to Consultant as
follows:
(a) The Company is a duly organized corporation validly existing under the
laws of the State of Texas and has full power and authority to perform its
obligations under this Consulting Agreement.
(b) The execution and delivery of this agreement by the Company has been
duly authorized by all requisite corporate actions and proceedings, and
this Consulting Agreement constitutes the legal, valid and binding
obligation of the Company. Neither the execution and delivery of this
Consulting Agreement by the Company nor the consummation of the
transactions contemplated hereby do or would after the giving of notice or
the lapse of time or both, (i) conflict with, result in a breach of,
constitute a default under, or violate the Articles of Incorporation or
the Bylaws of the Company; or (ii) conflict with, result in a breach of,
constitute a default under, or violate any federal, state, or local law,
statute, rule, regulation, injunction, judgment, order, decree, ruling,
charge or other restriction of any government, governmental agency or
court, except for conflicts, breaches, defaults or violations which
individually or in the aggregate would not have a material adverse effect;
or (iii) requires any further consent from any person or entity which has
not already been received, including without limitation any shareholder,
Board of Director, or lender approvals.
(c) The Company's Board of Directors have authorized this Consulting Agreement
for consideration consisting in this Consulting Agreement and the services
to be provided hereunder. The Company's Board of Directors has determined
that the consideration received for the services provided in this
Consulting Agreement are adequate. In rendering its Services, Consultant
will be using and relying on the information supplied to it by the Company
without independent verification thereof or independent appraisal of any
of the Company's business. The Company hereby represents that all
information made available to Consultant by the Company will be complete
and correct in all material respects and will not contain any untrue
statement of material fact or omit to state a material fact necessary in
order to make the statements therein not misleading in light of the
circumstances under which such statements are made.
(d) The individual executing and delivering this Consulting Agreement on
Company's behalf has been duly authorized to do so, the signature of such
individual is binding upon the Company under the laws of the jurisdiction
in Texas.
(e) This Consulting Agreement when duly executed and delivered (subject to its
execution by Consultant) it constitutes a valid and binding agreement of
the Consultant enforceable in accordance with its terms against the
Company, except as such enforceability may be limited by principles of
public policy, and subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable
remedies.
6. Survival of Representations, Warranties and Covenants. This Consulting
Agreement and the representations, warranties, covenants and other agreements
(however characterized or described) by both parties hereto and contained
herein or made pursuant to the provisions hereof shall survive the execution and
delivery of this agreement and any inspection or investigation made at any time
with respect to any thereof until any and all monies, payments, obligations and
liabilities which either party hereto shall have made, incurred or become
liable for pursuant to the terms of this Consulting Agreement shall have been
paid in full.
7. The Company's Indemnification Obligation. The Company agrees that it will
indemnify and hold harmless Consultant, its officers, directors, employees,
agents and controlling persons from and against any and all losses, claims,
damages, liabilities and expenses, joint or several (including all reasonable
fees of counsel), caused by or arising out of (a) the Company's breach of any
covenant or representation hereunder, or (b) Consultant acting for the Company
pursuant to this Consulting Agreement, including, without limitation, (i)
actions taken or admitted to be taken by the Company or any persons acting
together or in concert with the Company (including any untrue statements made
or admitted to be made) or (ii) actions taken or admitted to be taken by any of
the indemnified persons set forth above with the consent of or in conformity
with actions taken or admitted to be taken by the Company or any persons acting
together or in concert with the Company; provided, however, that the Company
will not be liable under this Section to the extent that any loss, claim,
damages, liability or expense is found to have resulted from Consultant's
gross negligence or willful misconduct.
8. Miscellaneous.
(a) Amendments and Waivers. No term of this Consulting Agreement may be
amended or waived except with the written consent of the parties.
(b) Entire Agreement. This Consulting Agreement constitutes the entire
agreement of the parties and supersedes all oral negotiations and prior
writings with respect to the subject matter hereof
(c) Notices. Any notice required or permitted by this agreement shall be in
writing and shall be (i) delivered personally, (ii) sent by certified or
registered mail, postage prepaid, return receipt requested, (iii)delivered
by a nationally-recognized delivery service (such as Federal Express or
UPS), or (iv) faxed, addressed to the party to be notified at such party's
address or facsimile number as set forth below or as subsequently modified
by written notice. Notices shall be deemed communicated upon receipt if
personally delivered, delivered by a nationally-recognized delivery service
or faxed (with a written confirmation of facsimile transmission), or five
(5) days after posting if sent by certified mail.
(d) Choice of Law. This Consulting Agreement shall be governed by and
construed in accordance with the laws of the State of Texas. This
Consulting Agreement shall be construed according to the laws of the State
of Texas, the parties submit themselves to the exclusive jurisdiction of
the Courts of the State of Texas in the event of any dispute.
(e) Severability. If one or more provisions of this Consulting Agreement are
held to be unenforceable under the applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Consulting
Agreement, (ii) the balance of the Consulting Agreement shall be
interpreted as if such provision were so excluded and (iii) the balance of
the Consulting Agreement shall be enforceable in accordance with its
terms.
(f) Counterparts. This Consulting Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Consulting
Agreement as of Tuesday, August 26, 2003
TREZAC INTERNATIONAL CORPORATION Consultant
(The Company)
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxx Xxxx
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Xxxx Xxxxxx Xxxxx Xxxx
President
