EXHIBIT 99.3
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of
October 26, 2001, by and between Xxxxx Xxxxxx ("Consultant") whose credentials
are listed under the website xxx.xxxxxxxxxxx.xxx and Armitec Inc. (the
"Company").
WITNESSETH
WHEREAS, the Company is a development stage company seeking to enter the
business of manufacture and distribution of high quality uniforms and
accessories and desires to expand its business or seek acquisitions of other
businesses; and
WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing in connection
with its efforts to implement its business plan; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on January 31, 2002, unless earlier terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure, financial
matters in connection with the operation of the businesses of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company regarding its overall progress, needs and condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term
strategic planning to fully develop and enhance the Company's
assets, resources, products and services;
(b) The implementation of a marketing program to enable
the Company to broaden the markets for its services and
promote the image of the Company and its products and
services;
(c) Advise the Company relative to the recruitment and
employment of key executives consistent with the expansion of
operations of the Company;
(d) The idemnification, evaluation, structuring,
negotiating and closing of joint ventures, strategic
alliances, business acquisitions and advice with regard to the
ongoing managing and operating of such acquisitions upon
consummation thereof, and
(e) Advice and recommendations regarding corporate
financing including the structure, terms and content of bank
loans, institutional loans, private debt funding, mezzanine
financing, blind pool financing and other preferred and common
stick equity private or public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management its products and services and its operations as shall be reasonably
requested by Consultant and shall advise Consultant of any facts which would
affect the accuracy of any data and information previously supplied pursuant to
this paragraph. The Company shall promptly supply Consultant with full and
complete copies of all financial reports, all filings with all federal and state
securities agencies; with full and complete copies of all stockholder reports;
with all data and information supplied by any financial analyst, and with all
brochures or other sales materials relating to its products or services.
5. COMPENSATION.
The Company will immediately grant Consultant or his designee Warrants
to purchase 2,000,000 free traded Shares of the Company's Common Stock at a
cashless exercise price of $0.15 per share. The Warrants will have an expiration
date of October 26, 2004. All Shares, including the Shares underlying the
Warrants are to be registered by the Company at assignment outset. The number of
shares to be issued in conjunction with this agreement are subject antidilution.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information and
data which it supplies to Consultant and acknowledges its awareness that
Consultant will rely on such continuing representation in disseminating such
information and otherwise performing its advisory functions. Consultant in the
absence of notice in writing from the Company will rely on the continuing
accuracy of material information and data supplied by the Company. Consultant
represents that he has knowledge of and is experienced in providing the
aforementioned services.
7. MISCELLANEOUS
Termination: This Agreement shall be terminated immediately upon
written notice for material breach of this Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
Notices: Any notice required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to such
other address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
Consulting 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 Consulting Agreement. The failure of a Party to
insist upon strict adherence to any part of the Consulting Agreement on one or
more occasions will not be considered it waiver or deprive that Party of the
right thereafter to insist upon adherence to that term of any other term of this
Consulting Agreement.
Assignment: The Shares and Warrants under this Agreement are assignable
at the discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect and if any provision is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbitor(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in Los Angeles, CA. The interpretation and the enforcement of his Agreement
shall be governed by California Law as applied to residents of the State of
California relating to contracts executed in and to be performed solely within
the State of California. In the event any dispute is arbitrated, the prevailing
Party (as determined by the arbitor(s)) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by the arbitor(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
Armitec, Inc. CONSULTANT
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxx, CEO Xxxxx X. Xxxxxx
Witness: __________________ Witness: _________________
