SERVICE AGREEMENT
THIS SERVICE AGREEMENT (this "Agreement") is made as of the 5th day of August,
2004 by and between AVVAA World Health Care Products, Inc. (the "Company"), a
Nevada corporation and BDO Dunwoody LLP., (the "Consultant").
WHEREAS, the Company is a publicly traded company whose shares are quoted on the
OTC Bulletin Board;
WHEREAS, the Consultant has provided tax and business advice
("Services"); and
WHEREAS, the Company wishes to compensate the Consultant for services already
rendered and future services on the following terms and conditions;
NOW, THEREFORE, the Company and the Consultant agree as follows:
1. In exchange for providing the Services to Company and as payment for
services already provided, for which the Company currently owes the Consultant
the amount of $17,034.61 Cdn. (the "Balance"), the Consultant shall receive
thirty thousand (30,000) S-8 shares of the Company's common stock, par value
$0.001 (the "Shares"). The consultant and its partners shall not directly or
indirectly promote or maintain a market for the Shares. Moreover, the Consultant
agrees that the Shares are not and will not be provided in connection with a
capital raising transaction for the Company, and that the Consultant will
provide no services relating to any capital raising or the promotion or
maintenance of a market for the shares of the Company.
2. The Shares will be issued to the partner of BDO Dunwoody LLP ., Xxxxx
Xxxxxxxx. The partner shall sell the shares on the open market, and shall
provide the Company with copies of brokerage statements reflecting the sale of
the Shares. The net sale proceeds after brokerage commissions shall be applied
as a credit against the Balance. In the event that the Balance has not been paid
in full from the net sale proceeds of the Shares, then the Company undertakes to
issue additional shares of its common stock, and to register such shares
pursuant to an S-8 registration, if necessary, so that additional installments
of shares can be issued to the Principals to satisfy the remaining Balance, on
the same terms and conditions set forth above. In the event the Balance is
exceeded, the partner shall credit the Company for future services.
3. The Consultant and the partner each understand and agree that the
Consultant and the partner each are not employees of the Company or any parent,
subsidiary or affiliates of the Company and the Consultant and the partner each
covenant and agree that the Consultant and the partner each will make no claim,
contention or argument that the Consultant and the partner each are or ever were
employees of the Company or any of its parent, subsidiaries or affiliates.
4. The Consultant and the partner shall not be liable for any mistakes of
fact, errors of judgment, for losses sustained by the Company or any subsidiary
or for any acts or omissions of any kind, unless caused by the negligence or
intentional misconduct of the Consultant and the partner or any person or entity
acting for or on behalf of the Consultant and the partner.
5. The Company and its present and future subsidiaries jointly and severally
agree to indemnify and hold harmless the Consultant and the partner each against
any loss, claim, damage or liability whatsoever, (including reasonable
attorneys' fees and expenses), to which the Consultant and the partner each may
become subject as a result of performing any act (or omitting to perform any
act) contemplated to be performed by the Consultant and the partner each
pursuant to this Agreement unless such loss, claim, damage or liability arose
out of the Consultant's and the partner's negligence, or intentional misconduct.
6. The Consultant and the partner each shall not enter into any settlement
without the prior written consent of the Company, which consent shall not be
unreasonably withheld.
7. This Agreement shall be binding upon the Company and the Consultant and
their successors and assigns.
8. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the validity,
legality and enforceability of the remaining provisions of this Agreement
(including, without limitation, each portion of any section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (ii) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid illegal
or unenforceable.
9. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both parties hereto. No waiver of any other
provisions hereof (whether or not similar) shall be binding unless executed in
writing by both parties hereto nor shall such waiver constitute a continuing
waiver.
10. This Agreement may be executed in one or more counterparts, each of which
shall for all purposes be deemed to be an original but all of which shall
constitute one and the same Agreement.
11. The Parties agree that should any dispute arise in the administration of
this Agreement, that this Agreement shall be governed and construed by the laws
of the Province of British Columbia, without regard to conflicts of laws of any
other jurisdiction.
The Parties further agree that any action arising out of this agreement shall be
brought exclusively in an appropriate court of British Columbia having
jurisdiction.
12. This Agreement contains the entire agreement between the parties with
respect to the services to be provided to the Company by the Consultant and
supersedes any and all prior understandings, agreements or correspondence
between the parties.
IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to
be signed by duly authorized representatives as of the day and year first above
written.
AVVAA WORLD HEALTH CARE PRODUCTS, INC. BDO Dunwoody LLP.
BY: /s/ Xxxx Xxxxxx BY: /s/ Xxxxx Xxxxxxxx
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Xx. Xxxx Xxxxxx Xxxxx Xxxxxxxx
