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 LBI
Group, Inc., whose principle place of business is at 00000 Xxxx Xxxxxx
Xxxx, Xxxxx 000, Xxxxx Xxxxxxx, Xxxxxxx 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.
2. CONSULTANT AGREES TO PERFORM THE FOLLOWING SERVICES:
(a) Locate acquisitions for the Company;
(b) Assist in negotiating potential acquisitions;
(c) Assist in the implementation 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 credibility and sales.
3. 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
Five Hundred Thousand (500,000) options under Form S-8 to acquire
Five hundred thousand (500,000) Shares of the Company's free trading
common stock at an exercise price of $0.14 per share. The options
shall be issued as follows:
Xxxx Xxxxxx- 200,000 options
Xxxxxxxx Xxxxxx- 100,000 options
Xxxx Xxxxxx- 100,000 options
Xxxxxx Xxxxxx- 100,000 options
4. 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.
5. 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.
6. 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.
7. 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.
8. 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
the Consultant
becomes insolvent or is adjudicated bankrupt or seeks the protection
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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