BUSINESS CONSULTING AGREEMENT
AGREEMENT, made this 29th day of January, 2001 by and between
ThermoElastic Technologies, Inc., whose principle place of business is at 0000
Xxxxxxxxxx Xxxx, Xxxxxx, XX. 00000, hereinafter the "Company" and Xxxxxxx
Xxxxxx, whose principle place of business is at 000 Xxxx Xxxxxx, Xxxxx 000, Xxxx
Xxxxxxxxxx, XX 00000 hereinafter the "Consultant".
WHEREAS, the Company desires to obtain Consultant's services in connection
with the Company's business affairs and Consultant is willing to undertake to
provide such services as hereinafter fully set forth;
WITNESSETH
NOW, THEREFORE, the parties agree as follows:
1. TERM: This Agreement shall be for a term of Twelve (12) months.
2. NATURE OF SERVICES: Consultant will render advice and assistance to the
Company on business related matters and in connection therewith Consultant
shall:
a. Attend meetings of the Company's Board of Directors or Executive
Committee(s) when so requested by the Company;
b. Attend meetings and at the request of the Company's review, analyze
and report on proposed business opportunities;
c. Consult with the Company concerning strategic corporate planning,
including any revision of the Company's business plan when requested
by the company;
3. CONSULTANT AGREES TO PERFORM THE FOLLOWING SERVICES:
a. Locate acquisitions for the Company;
b. Assist in negotiating potential acquisitions;
c. Assist in the implements of short term and long term strategic
planning as required by the Company;
d. Assist the Company in identifying and establishing corporate
partnerships, joint ventures and sublicensing arrangements with
potential users of the Company's products to establish and enhance
brand recognition and sales.
4. IT IS AGREED that the Consultant's services will not include any services
that constitute the rendering of legal opinions or performance of work that is
in the ordinary purview of a certified public accountant or any work that it is
the ordinary purview of a registered broker/dealer.
5. COMPENSATION: The Company agrees to compensate Consultant as follows:
Upon execution of this Agreement, the Company shall issue Consultant two
hundred and fifty Thousand (250,000) options under form S-8 to acquire two
hundred and fifty thousand (250,000) Shares of the Company's free trading
common stock at an exercise price of $0.14 per share.
6. EXPENSES: The Company shall reimburse the Consultant for actual out-of-
pocket expenses incurred relative to the performance of the Consultant's duties.
All reimbursable expenses must be pre-approved by the company.
7. LIABILITY OF CONSULTANT: In furnishing the Company with management advice and
other services as herein provided, neither Consultant nor any officer, director
or agent thereof shall be liable to the Company or its creditors for errors of
judgment or for anything except malfeasance, bad faith or gross negligence in
the performance of its duties or reckless disregard of its obligations and
duties under the terms of this agreement.
It is further understood and agreed that Consultant may rely upon information
furnished to it reasonably believed to be accurate and reliable and that, except
as herein provided, Consultant shall not be accountable for any loss suffered by
the Company by reason of Company's action or non-action on the basis of any
advice, recommendation or approval of Consultant, its employees or agents.
The parties further acknowledge that Consultant undertakes no responsibility for
the accuracy of any statements to be made by management contained in press
releases or other communications, including, but not limited to, filings with
the Securities and Exchange Commission and the National Association of
Securities Dealers.
8. STATUS OF CONSULTANT: Consultant shall be deemed to be an independent
contractor and, except as expressly provided or authorized in this Agreement,
shall have no authority to act or represent the Company.
9. OTHER ACTIVITIES OF CONSULTANT: The Company recognizes that the Consultant
now renders and may continue to render consulting services to other companies
which may or may not have policies and conduct activities similar to those of
the Company.
10. MISCELLANEOUS:
a. All final decisions with respect to consultation, advice and
services rendered by Consultant to the Company shall rest
exclusively with the Company.
b. This Agreement contains the entire agreement of the parties hereto
and there are no representations or warranties other than those
contained herein. Neither party may modify this Agreement unless the
same is in writing and duly executed by both parties hereto.
c. By signing this Agreement, the Company admits to having no prior
knowledge of any pending S.E.C. investigations into the trading of
the securities of the Company or the activities of the Company.
d. In the event this Agreement or performance hereunder contravene
public policy or constitute a material violation of any law or
regulation of any federal or state government agency, or either
party becomes insolvent or is adjudicated bankrupt or seeks the
protection of any provision of the National Bankruptcy Act, or
either party is enjoined, or consents to any order relating to any
violation of any state or federal securities law, then this
agreement shall be deemed terminated, and null and void upon such
termination; neither party shall be obligated hereunder and neither
party shall have any further liability to the other. In the event
that the Consultant becomes insolvent or is adjudged bankrupt or
seeks the protections of any provision of the National Bankruptcy
Act during the term of this Agreement, any options remaining
unexercised at the time of the occurrence of any such event shall
lapse and be null and void and of no effect and the Company shall
have the right to buy back any shares resulting from the exercise of
any of the options at the exercise price described in Paragraph 5
above.
e. Any controversy or claim arising out of or related to this Agreement
shall be settled by arbitration in accordance with the rules and
under the auspices of the American Arbitration Association; and any
arbitration shall be conducted in the city of Fort Lauderdale in the
state of Florida.
Agreed and Accepted on this 29th day of January 2001.
ThermoElastic Technologies, Inc.
By:
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Xxxxxxx X. Xxxxxxxxx, President
Agreed and Accepted on this 29th day of January 2001.
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Xxxxxxx Xxxxxx
