XXXXX XXXXXXX
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
May 15, 1997
Mr. C. Xxxxxxxx Xxxxxxxx
QPQ Corporation
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Re: Management Consulting Agreement
-------------------------------
Gentlemen:
Formalizing our earlier discussions this is to acknowledge and confirm the
terms of our Management Consulting Agreement ("Consulting Agreement") as
follows:
1. APPOINTMENT OF XXXXXXX & ASSOCIATES. QPQ Corporation (the "Company")
hereby engages Xxxxx Xxxxxxx ("Xxxxxxx") and Xxxxxxx hereby agrees to render
services to the Company as a management consultant, strategic planner and
advisor.
2. DUTIES. During the term of this Agreement Xxxxxxx shall provide
advice to, undertake for and consult with the Company concerning management,
strategic planning, negotiating with security holders, corporate organization
and structure, identification of business opportunities and other general
corporate matters in connection with the operation of the business of the
Company.
3. TERM. The term of this Consulting Agreement shall be for a period
commencing May 15, 1997 and terminating June 30, 1997.
4. COMPENSATION. As compensation for its services hereunder, Xxxxxxx
shall be issued options to purchase up to 500,000 shares of Common Stock, $.01
par value (the "Options") of the Company exercisable at $.06 per share. Options
to purchase the 500,000 Shares of Common Stock shall vest on the date hereof.
5. PURCHASE OF SHARES. The Options shall be issued solely in exchange
for the contemplated services and appropriate investment restrictions shall be
noted against the shares underlying such Options upon issuance.
6. EXPENSES. Xxxxxxx shall be entitled to reimbursement by the Company
of such reasonable out-of-pocket expenses as Xxxxxxx may incur in performing
services under this Consulting Agreement. Any significant expenses shall be
approved in advance with the Company.
7. REGISTRATION. The Company agrees to provide Xxxxxxx with
registration rights at the Company's cost and expense and include the shares of
Common Stock underlying the Options in a registration statement on Form S-8 to
be filed by the Company with the Securities and Exchange Commission within the
proximate future.
8. CONFIDENTIALITY. Xxxxxxx will not disclose to any other person, firm
or corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Xxxxxxx in the course of its
performing services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing of pendency of
patent applications). Any management advice rendered by Xxxxxxx pursuant to this
Consulting Agreement may not be disclosed publicly in any manner without the
prior written approval of Xxxxxxx. The provisions of this paragraph 8 shall
survive the termination and expiration of this Consulting Agreement.
9. INDEMNIFICATION. The Company agrees to indemnify and hold Xxxxxxx
harmless from and against all losses, claims, damages, liabilities, costs or
expenses (including reasonable attorneys' fees (collectively the "Liabilities")
joint and several, arising out of the performance of this Consulting Agreement,
whether or not Xxxxxxx is a party to such dispute. This indemnity shall not
apply, however, and Xxxxxxx shall indemnify and hold the Company, its
affiliates, control persons, officers, employees and agents harmless from and
against all liabilities attributable to the negligence or willful misconduct of
Xxxxxxx in the performance of his services hereunder which gave rise to the
losses, claim, damage, liability, cost or expense sought to be recovered
hereunder.
10. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of Florida. In the event of any dispute as to the terms of this Consulting
Agreement, the prevailing party in any litigation shall be entitled to
reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our understanding
by signing the enclosed copy of this letter where provided and returning it to
us at your earliest convenience.
Very truly yours,
By: /s/ Xxxxx Xxxxxxx
-------------------------------
Xxxxx Xxxxxxx
ACCEPTED AND AGREED TO as of the 15th day of May, 1997.
QPQ CORPORATION
By: /s/ C. Xxxxxxxx Xxxxxxxx
--------------------------------
C. Xxxxxxxx Xxxxxxxx
