Exhibit 10.25
BUSINESS CONSULTANT AGREEMENT
THIS BUSINESS CONSULTANT AGREEMENT ("Agreement") is entered into this
29th day of October, 2002, between, TREND MINING COMPANY, a Delaware
corporation, with its principal offices located at X.X. Xxx 0000, Xxxx Xxxxx,
Xxxxx 00000 (hereinafter referred to as the "COMPANY"), and XXXXXX XXXXXXX, an
Individual with its principal offices located at 0000 Xxxxxx Xxxxx Xxxxx, Xx
Xxxxx, XX 00000 (hereinafter "XXXXXXX").
1. Consulting Services
The COMPANY hereby engages XXXXXXX to perform the financial consulting
and public relations services listed below on the terms and conditions set forth
in this Agreement:
(a) Introduce the COMPANY to investment bankers, market makers,
stockbrokers, private investors, hedge funds, and other financing or marketing
sources designed to both raise capital and create a public market for the
COMPANY'S shares;
(b) Meet with tike appropriate existing and potential shareholder
groups to create and broaden a shareholder base for the COMPANY;
(c) Initiate and negotiate on behalf of the COMPANY to explore
potential transactions which may involve a public or private offering of equity;
(d) Analyze and evaluate the projected financial performance of the
COMPANY;
(e) Assist in the formulation of a strategy for discussions with and
the presentation of a transaction proposal to any interested parties;
(f) As mutually agreed, advise the COMPANY regarding alternative
financing structures (including bridge loans) with which to effect a
transaction;
(g) Assist in negotiation of letters of intent and definitive purchase
or financing agreements with any interested parties and their advisors;
XXXXXXX acknowledges that the COMPANY's objectives include a public or
private offering of its equity securities resulting in gross proceeds to the
COMPANY of between $3 and $5 million. The COMPANY acknowledges that XXXXXXX
cannot provide any guaranty or assurances that the COMPANY will be successful in
completing any transaction of the types set forth above, as they are subject to
numerous factors which are beyond the control of XXXXXXX, including, but not
limited to, market conditions, results of operations of the COMPANY, industry
trends and underwriter interest.
The COMPANY acknowledges that XXXXXXX is not a registered broker-dealer
and that XXXXXXX cannot, and shall not be required hereunder to, engage in the
offer or sale of securities on behalf of the COMPANY. While XXXXXXX has
relationships and contacts with. various investors, broker dealers, and
investment funds, XXXXXXX'x participation in the actual offer or sale of the
COMPANY securities shall be limited to that of an advisor to the COMPANY and a
"finder" of investors, broker-dealers and funds. The COMPANY acknowledges and
agrees that the solicitation and consummation of any purchases of the
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BUSINESS CONSULTANT AGREEMENT
COMPANY's securities shall be handled by the COMPANY or one or more NASD member
firms engaged by the COMPANY for such purpose.
The COMPANY shall pay a 10% cash finders fees to XXXXXXX on sums
received from investors whom he introduces to the COMPANY provided such fees are
allowable under the laws of the jurisdiction of the domicile of the investor.
Alternatively, XXXXXXX may elect to take such fees ins restricted stock of
comparable value.
2. Term of Agreement
The term of this Agreement shall commence upon signing and shall be
retroactive to August l, 2002 and shall continue therefrom for a period of
twelve (12) months until August 1, 2003, with an option to renew upon the
agreement of both parties.
3. Compensation
Beginning and retroactive to August 1, 2002, the COMPANY shall pay to
XXXXXXX 50,000 shares in restricted common stock and $10,000 in value of
restricted stock calculated as of the close on the 15th day of each month, or
the previous most recent close if the 15th day shall be on a weekend or other
trading holiday. The COMPANY shall also reimburse XXXXXXX for any actual
out-of-pocket expenses in a timely manner.
4. Miscellaneous
4.1 Further Actions. At any time and from time to time, each party
agrees, at its or his expense, to take such actions and to execute and deliver
such documents as may be reasonably necessary to effectuate the purposes of this
Agreement.
4.2 Entire Agreement: Modification. This Agreement sets forth the
entire understanding of the parties with respect to the subject matter hereof
and supersedes all existing agreements among them concerning such subject
matter, and may be modified only by a written instrument duly executed by the
party to be bound.
4.3 Notices. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested (or by the most nearly comparable method if mailed or
to a location outside of the United States), or delivered against receipt to the
party to whom it is to be given at the address of such party set forth in the
preamble to this Agreement (or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section). Any
notice given to any corporate party shall be addressed to the attention of the
Corporation Secretary. Any notice of other communication given by certified mail
(or by such comparable method) shall be deemed given at the time of
certification thereof (or comparable act), except for a notice changing a
party's address which will be deemed given at the time of receipt thereof.
4.4 Waiver. Any waiver by any party of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any other
breach of that provision or of any breach of any other provision of this
Agreement. The failure of a party to insist upon strict
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BUSINESS CONSULTANT AGREEMENT
adherence to any term of this Agreement on one or more occasions will not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement. Any waiver
must be in writing and, in the case of a corporate party, be authorized by a
resolution of the board of directors or by an officer of the waiving party.
4.5 Binding Effect. The provisions of this Agreement shall be binding
upon and inure to the benefit of the COMPANY and XXXXXXX and their respective
successors and assigns; provided, however, that any assignment by any party of
its rights under this Agreement without the written consent of the other party
shall be void.
4.6 Severability. If any provisions of this Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to any other persons and circumstances.
4.7 Headings. The headings in this Agreement are solely for convenience
of reference and shall be given no effect in the construction or interpretation
of this Agreement.
4.8 Counterparts: Governing Law. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. It shall be
governed by and construed in accordance with the Laws of the State of
California, without giving effect to conflict of laws.
4.9 Attorney's Fees. In the event of a dispute with respect to this
Agreement, the prevailing party shall be entitled to its reasonable attorney's
fees and other costs and expenses incurred in litigating or otherwise resolving
or settling such dispute.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
/s/ Xxxx Xxxxxxx /s/ Xxxxxx Xxxxxxx
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Xxxx Xxxxxxx Xxxxxx Xxxxxxx
President, Trend Mining Co. an Individual
