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EXHIBIT 10.5
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into
effective the 1st day of January 1997, by and between PRIMEGG, LTD., a Delaware
corporation with its principal office at 000 Xxxxx 0xx Xxxxxx, Xxxxxxx,
Xxxxxxxxx 00000 (the "Company"), and CHAM FOODS (ISRAEL) LTD., an Israeli
corporation with its principal office at Xxxxxxx Xxxxxx Xxxxxx, Xx. 00, X.X.X.
000, 00000, Xxxxxx, Xxxxxx ("Cham").
WHEREAS, Xxxxxxx Shevi (the "Consultant"), the Managing Director of
Cham, has expertise in various financial and advisory services including
strategic planning, operations management and international markets
development; and
WHEREAS, the Company desires to engage the Consultant's services on the
terms and conditions of this Agreement; THEREFORE IT IS AGREED AS FOLLOWS:
RECITALS:
1. SERVICES TO BE PERFORMED. Cham shall make Consultant available to
the Company from time to time during the term of this Agreement for ongoing
management, sales, and marketing advice. The Consultant shall not be obligated
to devote any specific number of hours to the business of the Company and shall
be permitted to engage in other business activities.
2. COMPENSATION. As the sole compensation for the Consultant's
services, the Company agrees to pay Cham an annual fee of $110,000. Cham will
be responsible to pay Consultant out of such fee and to pay for all of
Consultant's expenses in providing services hereunder. The fee shall be
payable during each year in such increments and at such time or times as agreed
to between Cham and the Company.
3. TERM AND TERMINATION. The term of this Agreement is for three (3)
years, subject to earlier termination by written consent of the parties.
4. BINDING EFFECT. This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto and their respective heirs, representatives,
successors, and assigns; provided, however, that the Consultant may not assign
his duties hereunder without the Company's prior written consent.
5. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Wisconsin, exclusive of its
conflict of laws rules.
IN WITNESS WHEREOF, the undersigned have hereunto affixed their
signatures.
PRIMEGG, LTD.
By: /s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx, President
CHAM FOODS (ISRAEL) LTD.
By: /s/ Xxxxxxx Shevi
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Xxxxxxx Shevi, Managing Director
