CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (hereinafter "Agreement") is made
this 15th day of July, 1998, by and between Performance Strategies, Inc., a
Colorado corporation (hereinafter "Consultant"), whose principal place of
business is 0000 Xxxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 XXX, and
Steroidogenesis Inhibitors International, (hereinafter "Client"), whose
principal place of business is 0000 X. Xxxxxxxx Xxxx., Xxxxx 000X, Xxx Xxxxx, XX
00000.
RECITALS
WHEREAS, Consultant is willing and capable of providing, on a
"best efforts" basis, various consulting and financial public relations services
for and on behalf of Client in connection with Client's interactions with
broker-dealers, shareholders and members of the general public (collectively
herein, the "Services"); and
WHEREAS, Client desires to retain Consultant as an independent
contractor to provide Client the Services, and Client desires to be retained in,
said capacity, upon the terms and conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the mutual promises
and covenants contained herein, and for other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Engagement. Client, upon the terms and conditions set forth herein
engages Consultant to perform and render such services of an advisory or
consultative nature in order to inform the brokerage community, Client's
shareholders and the general public concerning financial public relations and
promotional matters relating to Client and its business. Consultant promises and
agrees to perform and render the Services upon the terms and conditions set
forth herein and any and all such necessary, convenient and incidental work and
services required to provide said Services on a "best efforts" basis.
2. Scope of Consultant's Services. It is the intention of the parties
that Consultant will gather readily available and known public information
relating to Client and confer with the officers and directors of Client in an
effort to consolidate the information obtained into a summary form for
dissemination to interested parties. It is further intended that Consultant will
then distribute such information concerning Client to registered representatives
of broker-dealers and other persons, legal and natural, whom Consultant
determines, in its sole discretion, are capable of effectively disseminating
such information to the general public. Consultant shall not provide any
investment advice or recommendations, either express or implied, regarding
Client to any third parties; rather, Consultant will focus on contacting
persons and entities, generally via telephone communications, print media, and
person-to-person meetings, in order to familiarize said third parties with the
information concerning Client which Consultant has collected and is otherwise
available to the general public. Consultant shall not disseminate any
information concerning client without the express written authorization of
Client. Consultant agrees to submit written drafts of any and all such
information to the Client for Client's review and comment prior to dissemination
by Consultant. Client agrees to diligently review each such draft on a timely
basis, to expeditiously provide written comments to Consultant and to authorize
the release of such information by Consultant when deemed appropriate by Client
in its sole and absolute discretion. Under no circumstances shall Client
authorize the dissemination of any information by the Consultant that contains
any misstatement of a material fact or that omits to state any material fact
that is necessary to make any of the statements made, in light of the
circumstances under which they are made, not misleading.
3. Independent Contractor. Consultant agrees to perform the Services
pursuant to this Agreement as an independent contractor, according to its own
manner and methods not inconsistent with the provisions herein, and without
direction and control of Client. Consultant, solely and exclusively, will
employ, direct, supervise, discharge, and fix the compensation, working
conditions and practices of its employees, be responsible for their payment and
will comply with all laws relating to such payment of employees. Consultant will
provide, at its sole expense, Employer's Liability and Workers' Compensation
insurance for all of its employees together with any other form of insurance
required by law to be provided for the protection of its employees. Further,
Consultant, solely and exclusively, shall be responsible for paying all taxes,
including insurance and contributions for social security and unemployment, and
self-employment taxes, which are measured by wages, salaries, or other
renumerations paid to Consultant's owners, directors, officers, shareholders,
employees, agents, or representatives, levied under existing laws, rules, or
regulations. Consultant, solely and exclusively, shall be responsible for, and
shall exercise complete control of its employees in all matters, disputes or
grievances arising out of or in any way connected with Consultant's operations.
4. Third Party Work of Consultant. Although Consultant may choose to
only perform work solely for Client for a defined period, nothing contained
herein shall be interpreted or construed, expressly or by implication, as
preventing Consultant from entering into similar agreements with others, or
holding itself out to the public as available to engage in such agreements with
others. Consultant shall notify Client of its performance of consulting services
for third parties which could conflict with Consultant's obligations under this
Agreement. Upon receiving such notice from Consultant, Client may terminate this
Agreement by notice in writing or consent to Consultant's outside consulting
activities. Client's failure to terminate this Agreement shall constitute
Client's ongoing consent to Consultant's outside consulting activities.
5. Term of Agreement. This Agreement shall be in full force and effect,
unless earlier terminated pursuant to the termination provisions provided
herein, for an initial term of six (6) months commencing July 15, 1998 and
terminating January 14, 1999. This Agreement may be extended for additional
renewal terms of six (6) months each upon such terms as may be agreed between
the parties in writing.
6. Time, Place and Manner of Performance. Consultant shall be available
for advice and counsel to the officers and directors of Client at such
reasonable and convenient times and places as may be mutually agreed upon in
writing between the parties. Notwithstanding the foregoing, Consultant shall, in
its sole discretion, allocate the amount of time required to provide any
specific service to Client.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed in several counterparts, by their respective, corporate,
partnership or business officers or owners, as the case may be, thereunto duly
authorized, as of the day and year first written above.
PERFORMANCE STRATEGIES, INC. STEROIDOGENESIS INHIBITORS INC.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxx
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Xxxxxxx X. Xxxxxx, President Xx. Xxxxxx Xxxxx, President
SUBJECT TO BOARD
OF DIRECTORS APPROVAL
