CORPORATE DEVELOPMENT CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into by and
between PR Specialists, Inc., a Delaware corporation with its
principal offices located at 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxx Xxxxx,
Xxxxxxxxxx 00000 (the "Company"); and Shoreliner Capital Limited
Partnership, located at 000-0000 Xxxxxxxx Xxx, Xxxxxxxxx, X.X. X0X 0X0
(the "Consultant"); the Company and the Consultant being hereinafter
collectively referred to as the "Parties" and generically as a
"Party".
PREAMBLE:
WHEREAS, the Consultant has substantial experience in the areas
of corporate business development and consulting;
WHEREAS, the Company desires to retain the Consultant's services.
NOW, THEREFORE, in consideration for the Consultant's agreement
to perform the hereinafter described services as well as of the
premises, the sum of TEN ($10.00) DOLLARS, and other good and valuable
consideration, the receipt and adequacy of which is hereby
acknowledged, the Parties, intending to be legally bound, hereby agree
as follows:
ARTICLE ONE
RETENTION
1.1 Duties.
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The Company hereby engages and retains the Consultant to act as
its agent to assist in the Company's corporate development, corporate
financial structure, developing financial strategies, and to do all
things the Consultant deems necessary to enable the Company to
establish and expand its operations as envisioned in a business plan
which has been discussed by the Parties.
1.2 Additional Duties.
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In the event the Company requests that the Consultant render
services to it other than those specified in this Agreement, the
Company and the Consultant shall enter into a written supplemental
agreement setting forth the duties to be performed and the
compensation therefor.
1.3 Term.
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The term of this Agreement shall be Twelve (12) months. In the
event that this Agreement is terminated prior to such time, the
Company acknowledges that payments due Consultant are still due
pursuant to the terms of this Agreement.
ARTICLE TWO
CONSULTANT'S COMPENSATION
2.1 Compensation.
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As compensation for the services to be provided pursuant to this
Agreement, the Consultant shall receive from the Company for the
services herein described 250,000 shares of the Company's common
stock, payable in lump sum upon the date hereof. The shares shall be
issued pursuant to Section 4(2) of the Securities Act of 1933, as
amended, and restricted pursuant to Rule 144 thereunder.
Exhibit 10.1 - Pg. 1
2.2 Reimbursement for Business Expenses.
-----------------------------------
Subject to the approval of the Company, the Company shall
promptly pay or reimburse Consultant for all reasonable business
expenses incurred by Consultant in performing Consultant's duties and
obligations under this Consulting Agreement, but only if Consultant
properly accounts for expenses in accordance with the Company's
policies.
ARTICLE THREE
CONFIDENTIAL INFORMATION
3.1 Confidential Information.
------------------------
Consultant agrees not to divulge, furnish or make available to
anyone (other than in the regular course of business of the Company)
any knowledge or information with respect to confidential or secret
methods, processes, plans or materials of the Company or with respect
to any other confidential or secret aspect of the Company's
activities.
ARTICLE FOUR
MISCELLANEOUS
4.1 Notices.
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All notices, demands or other written communications hereunder
shall be in writing, and unless otherwise provided, shall be deemed to
have been duly given on the first business day after mailing by United
States registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
TO CONSULTANT: Xx. Xxx X. Xxxxxxxx
Shoreliner Capital Limited Partnership
0000 Xx. Xxxxx Xxxxx
X. Xxxxxxxxx, X.X. X0X 0X0
TO THE COMPANY: Xx. Xxxxx Xxxxxx
PR Specialists, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000
in each case, with copies to such other addresses or to such other
persons as any Party shall designate to the others for such purposes
in manner hereinabove set forth.
4.2 Amendment.
---------
No modification, waiver, amendment, discharge or change of this
Agreement shall be valid unless the same is in writing and signed by
Parties.
4.3 Merger.
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This instrument, together with the instruments referred to
herein, contains all of the understandings and agreements of the
Parties with respect to the subject matter discussed herein. All
prior agreements whether written or oral are merged herein and shall
be of no force or effect.
Exhibit 10.1 - Pg. 2
4.4 Survival.
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The several representations, warranties and covenants of the
Parties contained herein shall survive the execution hereof and shall
be effective regardless of any investigation that may have been made
or may be made by or on behalf of any Party.
4.5 Severability.
------------
If any provision or any portion of any provision of this
Agreement, other than the conditions precedent, if any, or the
application of such provision or any portion thereof to any person or
circumstance shall be held invalid or unenforceable, the remaining
portions of such provision and the remaining provisions of this
Agreement or the application of such provision or potion of such
provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or
unenforceable, shall not be affected thereby.
4.6 Governing Law and Venue.
-----------------------
This Agreement shall be construed in accordance with the laws of
the State of California and any proceeding arising between the Parties
in any matter pertaining or related to this Agreement shall, to the
extent permitted by law, be held in ______________ County, California.
4.7 Litigation.
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In any action between the Parties to enforce any of the terms of
this Agreement or any other matter arising from this Agreement, the
prevailing Party shall be entitled to recover its costs and expenses,
including reasonable attorneys' fees up to and including all
negotiations, trials and appeals, whether or not litigation is
initiated.
4.8 Benefit of Agreement.
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The term and provisions of this Agreement shall be binding upon
and inure to the benefit of the Parties, jointly and severally, their
successors, assigns, personal representatives, estate, heirs and
legatees.
4.9 Captions.
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The captions in this Agreement are for convenience and reference
only and in no way define, describe, extend or limit the scope of this
Agreement or the intent of any provisions hereof.
4.10 Number and Gender.
-----------------
All pronouns and any variations thereof shall be deemed to refer
to the masculine, feminine, neuter, singular or plural, as the
identity of the Party or Parties, or their personal representatives,
successors and assignes may require.
4.11 Further Assurances.
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The Parties hereby agree to do, execute, acknowledge and deliver
or cause to be done, executed, acknowledged or delivered and to
perform all such acts and deliver all such deeds, assignments,
transfers, conveyances, powers of attorney, assurances, stock
certificates and other documents, as may, from time to time, be
required herein to effect to the intent and purpose of this Agreement.
4.12 Status.
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Nothing in this Agreement shall be construed or shall constitute
a partnership, joint venture, employer-employee relationship or
lessor-lessee relationship but, rather, the relationship established
pursuant hereto is that of principal and independent contractor-agent.
Exhibit 10.1 - Pg. 3
4.13 Counterparts.
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This Agreement may be executed in any number of counterparts.
All executed counterparts shall constitute one Agreement
notwithstanding that all signatories to the original or the same
counterpart.
IN WITNESS WHEREOF, the Parties have executed this Agreement,
effective as of the _____ day of February, 2002.
PR SPECIALIST, INC.
________________________ By:___________________________
(Witness signature) Xxxxx Xxxxxx, President
SHORELINER CAPITAL
LIMITED PARTNERSHIP
________________________ By:___________________________
(Witness signature) Xx. Xxx X. Xxxxxxxx,
General Partner
Exhibit 10.1 - Pg. 4
