Exhibit 10
CONSULTING AGREEMENT
AGREEMENT made this 20th day of September, 2001 (the "EFFECTIVE DATE"),
between ABCI HOLDINGS, INC.., a Delaware corporation (the "COMPANY") and FIAS
CONSULTANTS, INC., a New York corporation with its principal place of business
located at 00 Xxxxx Xxxx, Xxxxxxxxxx Xxxx, Xxx Xxxx 00000 (the "CONSULTANT").
W I T N E S S E T H
WHEREAS, the Company desires to be assured of the association and
services of the Consultant in order to avail itself of the Consultant's
experience, skills and abilities, and background and knowledge and is willing to
engage the Consultant upon the terms and conditions set forth herein, and
WHEREAS, the Consultant agrees to be engaged and retained by the
Company upon said terms and conditions.
NOW, THEREFORE, in consideration of the recitals, promises and
conditions in the Agreement, the Consultant and the Company agree as follows:
RECITALS
1. CONSULTING SERVICES.
The Company hereby retains the Consultant, and the Consultant
accepts such retention, to become a consultant to the Company and to render such
advice, consultation and information to the Board of Directors or the officers
of the Company and in particular:
Consultant shall upon the request of the Company, perform
services in connection with locating a "bearings" company with good quality
products, supervising production to ensure normal deliveries and quality
products for the American market; Consultant shall also deal with national local
administration in Russia or other countries where manufacturing may be done and
help to obtain permits and licenses; Consultant shall assist the Company on an
all other projects in Eastern Europe.
2. TERM.
The term of this Agreement shall be for a period of one (1) year
commencing on the date hereof (the "TERM").
3. COMPENSATION AND EXPENSES. As compensation for any and all
services which Consultant may render, the Company agrees to pay Consultant two
900,000 shares of common stock which will be promptly registered in an S-8
filing with the Securities and Exchange Commission.
4. BONUS. The Company will pay Consultant a bonus in stock or
options based on performance at the discretion of the Board of Directors of the
Company.
5. REPRESENTATIONS AND WARRANTIES/ACKNOWLEDGMENTS.
The parties hereto represent and warrant to each other party
that each has taken all corporate actions necessary to consummate this Agreement
and that when executed this Agreement including the issuance of the Common Stock
of the Company, will be a valid and binding obligation of the parties hereto.
6. INDEPENDENT CONTRACTOR. This Agreement shall not constitute an
employer-employee relationship. It is the intention of the parties that the
Consultant shall be at all times an independent contractor of the Company. The
Consultant shall not have any authority to act as the agent of the Company and
shall not have the authority to, and shall not, bind the Company to any
agreements or obligations with a third party except as otherwise authorized by
the Company. Subject to the express provisions herein, the manner and means
utilized by the Consultant in the performance of its services hereunder shall be
under the sole control of the Consultant.
7. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. The Consultant
acknowledges that it is the policy of the Company to maintain as secret and
confidential all valuable information heretofore or hereafter acquired,
developed or used by the Company in relation to its business, operations,
employees and customers which may give the Company a competitive advantage in
its industry (all such information is hereinafter referred to as "Confidential
Information"). The parties recognize that, by reason of its duties, the
Consultant may acquire Confidential Information. The Consultant recognizes that
all such Confidential Information is the property of the Company. In
consideration of the Company entering into this Agreement, the Consultant agrees
that:
(a) it shall not, directly or indirectly, publicly disseminate or
otherwise disclose any Confidential Information obtained during its engagement
by the Company without the prior written consent of the Company, unless and
until such information is otherwise known to the public generally or is not
otherwise secret and confidential, it being understood that the obligation
created by this subparagraph shall survive the termination of this Agreement;
and
(a) during the term of its engagement by the Company, the
Consultant shall exercise precautions to protect the integrity of any of the
Company's documents embodying Confidential Information (which shall be marked
"Confidential" by the Company prior to delivery to the Consultant and, if not so
marked, shall not be deemed to embody Confidential Information), and upon
termination of its engagement, it shall return all such documents (and copies
thereof) in its possession or control.
8. INDEMNIFICATION AND LIABILITY. In the absence of gross
negligence or willful misconduct on the part of Consultant or Consultant's
breach of any representation, warranty or covenant or any other provision of
this Agreement ("Breach"), Consultant shall not be liable to the Company or to
any officer, director, employee, stockholder or creditor of the Company, for any
act or omission in the course of or in connection with the provision of advice
or assistance hereunder. Except in those cases where the gross negligence,
misconduct or Breach of or by Consultant is alleged and proven, the Company
agrees to and shall indemnify Consultant from and against any and all damages
which may result from services provided by Consultant
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pursuant to or in any connection with this Agreement. The foregoing
notwithstanding, any acts, statements and representations made by the Consultant
without the prior written approval of the Company to investors (including
prospective investors) are the sole responsibility of the Consultant and the
Consultant agrees to indemnify and hold the Company harmless from any liability,
claims, losses and expenses, including legal costs and expenses incurred by the
Company that result of such statements or representations made by the Consultant
made without the approval of the Company. The Consultant represents that all
materials provided to the Company regarding the services to be performed as
contemplated herein are, or will be, truthful and accurate.
9. TAXES. All taxes, duties and other governmental fees or
charges arising from the Consultant's receipt of remuneration shall be borne by
the Consultant.
10. NOTICES. Any notice, request, demand or other communication
required or permitted hereunder shall be deemed to be properly given when
personally served in writing or when deposited in the United States mail,
postage prepaid, addressed to the other party at the address provided by each
party. Either party may change its address by written notice made in accordance
with this section.
11. AUTHORITY. The parties hereto represent that each has the
authority to enter into this Agreement.
12. BENEFIT OF AGREEMENT. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective legal
representatives, administrators, executors, successors, subsidiaries and
affiliates.
13. GOVERNING LAW. This Agreement is made and shall be governed
and construed in accordance with the laws of the State of New York.
14. ASSIGNMENT. Any attempt by either party to assign any rights,
duties or obligations that arise under this Agreement without the prior written
consent of the other party shall be void and shall constitute a breach of the
terms of this Agreement provided however that Consultant may assign its rights
and duties under this Agreement to a corporation controlled by Consultant.
15. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the
entire agreement between the Company and the Consultant. No promises,
guarantees, inducements or agreements, oral or written, express or implied, have
been made regarding the provision of investment banking consulting services,
other than as contained in this Agreement. This Agreement can be modified only
in writing signed by both parties hereto.
16. SEVERABILITY. In the event of the invalidity or
unenforceability of any one or more of the provisions of this Agreement, such
illegality or unenforceability shall not affect the validity or enforceability
of the other provisions hereof, and such other provisions shall be deemed to
remain in full force and effect.
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17. CHOICE OF LAW; VENUE. Any suit, action or proceeding arising
out of or relating to this Agreement may be commenced and maintained in any
court of competent jurisdiction in New York City or Nassau County, New York, and
each party waives all objections to such jurisdiction and venue.
18. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first written above.
ABCI HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Director
FIAS CONSULTANTS, INC.
By: /s/ Xxxxx Xxxxxxxx
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XXXXX XXXXXXXX, PRESIDENT
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