Exhibit 10.2
CONSULTING AGREEMENT
This Consulting Agreement is made as of January 1, 2003
BETWEEN:
Arbor Inc. a company duly incorporated and validly existing under the laws
of Nevada and having an office at 0000 Xxxxxxxx Xxxx, Xxxxx 0000, xxxx XX
00000 ("Arbor":
ON THE FIRST PART, AND:
Prosper Financial Inc. of 0000 Xxxxx Xxxxx Xxxxxx, Xxxxx XX 00000
("Prosper"):
ON THE SECOND PART:
WHEREAS:
A. Arbor desires to have the expertise, assistance and services of
Prosper, in connection with the management and promoting of the
Company.
B. Prosper has agreed to act as a Consultant to provide such expertise,
assistance and services upon the terms and conditions hereinafter set
forth; and
C. Arbor and Prosper now wish to record their understanding as to the
consulting services to be provided by Prosper to Arbor.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the mutual covenants and agreements hereinafter set forth, the parties agree
with the others as follows:
1. Arbor hereby agrees to retain and engage the services of Prosper
as a consultant, and Prosper hereby accepts such engagement on
the terms and conditions hereinafter set forth.
2. The terms of the engagement of Prosper by Arbor as a consultant
will be deemed to have commenced effective January 1, 2003 and
will continue pursuant to this agreement for a total of one year
from the date of this Agreement, subject to the provisions of
paragraph 8 herein.
3. For all services rendered by Prosper to Arbor, Arbor will pay to
Prosper a consulting fee of US$ 3,000 per month.
4. The aforesaid consulting fee to Prosper will become due and
payable by Arbor on the tenth business day of each calendar month
following the month for which services have been rendered.
5. Arbor will reimburse Prosper for all reasonable pre-approved
expenses incurred for management and promoting Arbor, provided
that Prosper submits a reasonable itemized account of such
expenses, together with all
applicable receipts and description of the particular matter in
respect of which such expenses incurred. If any individual
expense exceeds $600.00 the company shall first approve it before
being incurred.
6. Without cause, Arbor may terminate this Agreement at any time
upon 30 days written notice to Prosper. In such event, Prosper if
requested to do so by Arbor, will continue to render the services
to be provided hereunder and will be paid its regular
compensation up to the date of termination. Prosper may terminate
this Agreement and its retainer by Arbor upon 30 days' written
notice to Arbor and, in such event, Prosper will continue to
render the services to be provided hereunder and will be paid its
regular compensation up to the effective date of termination.
7. Any notice required or desired to be given under this Agreement
will be deemed sufficiently given and received if in writing and
delivered or sent by double registered mail to the address of
Arbor and Prosper set forth above.
8. This Agreement of Prosper as a consultant by Arbor will be
renewed for successive periods upon the mutual agreement of
Prosper and Arbor confirmed in writing at least 15 days prior to
the expiry of this Agreement.
9. This Agreement contains the entire understanding of the parties
with respect to the subject matter hereof.
10. The terms of this Agreement may be terminated prior to expiration
of the terms provided in Section 2 hereof in accordance with the
following paragraphs. Any termination by Arbor shall be
communicated by Notice of Termination to the Consultant. A
"Notice of Termination" means a written notice which indicates
the specific termination provision, in this Agreement relies up
(ii) if the termination date is other than the date of receipt of
such notice, specifies the termination date, which date shall not
be more than sixty (60) calendar days after the giving of such
notice.
IN WITNESS WHEREOF the parties hereto have executed and delivered this Agreement
as of the day and year first above written.
ARBOR INC.
Signed, Sealed and Delivered in the presence of:
Per:
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Costas Takkaas Witness
Per:
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Xxxxx X. Maz
Prosper Financial Inc. Witness
