CONSULTING AGREEMENT
CONSULTING
AGREEMENT,
dated
as
of the 10th
day of
August, 2006, by and between Isdera N.A., Inc., a New York corporation doing
business at 00 Xxxx Xxxxxx, Xxxx Xxxxxx Xxxxxx, Xxx Xxxx 00000 (the
“Company”), and
Eastern Glow Investments, Ltd., a
BVI
corporation, doing business at _______________________, (the
“Consultant”).
W
I T N E S S E T H :
WHEREAS,
the
Consultant has considerable knowledge of and experience providing consulting
services regarding the identification, evaluation, structuring, negotiating
and
closing of joint ventures, strategic alliances and business acquisitions as
well
as legal strategies and related items (the “Business”); and Consultant desires
to serve as Consultant to the Company.
WHEREAS,
the
Company desires to obtain the benefit of Consultant's special knowledge and
experience regarding the identification, evaluation, structuring, negotiating
and closing of joint ventures, strategic alliances and business acquisitions
as
well as other developments; and the Company's management has determined that
it
would be in the best interest of the Company to make use of the Consultant's
knowledge and experience and as a Lead Consultant; and
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants and agreements herein
contained the Company and the Consultant hereby agree as follows:
1.
Term.The
Company hereby engages Consultant to render the consulting services as
hereinafter set forth, and Consultant hereby agrees to render such services
for
a period commencing from August 1, 2006 and terminating on July 30, 2007 (the
“Term”). Such Term may be extended fro an additional year, and thereafter year
to year, by the written agreement of both parties.
2. Consulting
Services.The
Company hereby retains the Consultant, and the Consultant agrees, to render
consulting and advisory services, and to be the lead consultant and direct
all
other consultants retained by the Company, to the Company during the Term hereof
in connection with the Business, from time to time, and as the Chief Executive
Officer of the Company may reasonably request and upon effectiveness of this
Registration Statement, it will loan the Company up to a maximum of $50,000,
at
libor plus 2.5% for the marketing plan of the Company. Consultant shall not
be
required to expend any minimum number of hours hereunder and the rendering
of
all consulting services shall be subject in priority to Consultant's own
business interests. Consultant shall assist with business operations, knowledge
of public markets, access to other business combinations and
opportunities
3. Consulting
Fees. In
consideration for (i) the availability of Consultant to render the services,
(ii) the services to be rendered by Consultant during the Term, and (iii) the
other provisions of this Agreement, the Company shall compensate Consultant
with
the issuance of shares of common stock of the Company in the amount of Eight
Hundred Eight Thousand Eight Hundred (898,800) shares of common stock of the
Company to be included in the filing of any Registration Statement with the
Securities and Exchange Commission.
4. Expenses. Upon
submission of proper vouchers or other similar evidence of expenditures, the
Company shall, upon request by Consultant, reimburse Consultant for all
reasonable travel and out-of-pocket expenses incurred by Consultant in
connection with services requested and rendered hereunder. All expense items
require the prior approval of the Company.
5.
Notices. All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given when either served
personally or two (2) business days after being sent priority next day delivery
by a nationally recognized courier or three (3) business days after being mailed
by certified or registered mail, return receipt requested; if to the Company
or
to Consultant, or to such address or to such persons as either party shall
have
last designated by written notice to the other.
6. Assignability.This
Agreement shall inure to the benefit of and be binding upon the parties, their
successors and permitted assigns. Neither party may assign this Agreement or
its
rights or obligations hereunder without the prior written consent of the other
party.
7. Entire
Agreement. This
instrument constitutes the entire agreement of the parties hereto with respect
to the subject matter hereof and supercedes all prior agreements and
understandings, written or oral, among them with respect to the subject matter
hereof. This Agreement may be modified only by a written instrument signed
by
the parties.
8. Governing
Law. This
Agreement shall be governed by and construed (both as to validity and
performance) and enforced in accordance with the laws of the State of New York
without giving effect to the conflicts or choice of law provisions
thereof.
9. Counterparts. This
Agreement may be executed in counterparts each of which shall be deemed an
original and all of which taken together shall constitute one and the same
agreement.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed as of the date first
above written.
Isdera,
N.A., Inc.
__________________________________
By:
,
President
Eastern
Glow Investments, Ltd.
___________________________________
By: ,
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