Contract for Services Agreement
THIS AGREEMENT dated January 30, 2002, between Vital Health Technologies, Inc.
(VHT) a Minnesota Corporation and Focus Tech Investments, Inc. (FTI) a Texas
Corporation includes the following provisions:
The term on this agreement will continue until August 30, 2002.
WHEREAS; FTI will perform the following services as an independent contractor
agent of VHT in accordance with the following provisions:
1. From time to time FTI will provide financing to VHT including loans in
order for the company to meet its ongoing financial responsibilities
to vendors who provide legal, accounting, transfer agent services,
storage space, and other miscellaneous services. The initial loan will
be for the amount of $5,000 and will accrue at an interest rate of 10%
which will come due 12 months from the issue date.
2. FTI will identify and contact merger candidates who are qualified to
merge with VHT. FTI will present merger proposal(s) to the VHT board
of Directors and Aurora Capital Management, L.L.C. for approval. In
the event the VHT board of directors and Aurora Capital Management,
L.L.C. approves the proposal(s), FTI will continue to negotiate the
terms and facilitate the merger process until final closure.
3. As consideration for the performance of the above services VHT will
issue FTI 2,000,000 shares of Vital Health Technologies, Inc. common
stock. The common stock will be issued in accordance with Regulation D
Rule 501 under the Securities Act of 1933. The stock will be
restricted and must be held in accordance with the rules pertaining
the SEC Rule 144. By signing this agreement FTI states an
understanding of Regulation D and SEC Rule 144 and the restrictions on
the resale of the common stock issued, and will adhere to all
provisions of the Rule.
4. In the event that FTI is not able to conclude a merger agreement as
stated in item no. 2, for any reason, prior to August 30, 2002, FTI
will agree to cancel the entire amount of common stock issued.
Following August 30, 2002, the agreement may be extended if agreed to
by FTI, VHT and Aurora Capital Management, L.L.C.
5. In the event that FTI cancels the shares of common stock as explained
in item number 4, any loans issued to VHT will continue to be valid as
stated in the loan agreement(s).
6. FTI will have the right to present individual candidate(s) to serve on
the board of directors of VHT. The board of directors will review the
candidate(s) qualifications and approve one (1) candidate to serve as
a board member.
7. This agreement will be valid only when it is signed by an officer of
FTI and VHT and approved by the board of directors of VHT.
8. FTI will be bound by the laws pertaining to independent contractor
status which require representatives of FTI to determine own working
hours, be responsible for own income tax and social security
withholding, insurance benefits and other business expenses.
9. In the event of any legal action, whether in law or by equity, or
pursuant to any type of alternative dispute resolution mechanism, the
prevailing party shall be awarded its costs, disbursements and
expenses of such action including reasonable attorney's fees.
10. This agreement sets forth the entire understanding of the parties with
respect to the matters herein. No amendment or modification to this
Agreement shall be affective unless the same shall be reduced to
writing and executed by the parties hereto.
11. The validity and interpretation of the Agreement shall be governed by
the laws of the state of Minnesota. This agreement may not be assigned
by FTI. Any litigation relating to the interpretation and/or
enforcement of this Agreement shall be exclusively venued in the state
or federal courts sitting in Hennepin or Xxxxxx County Minnesota and
FTI consents to this exclusive venue and agrees that the forum is
convenient to both parties and waives any right to contest the same.
IN WITNESS WHEREOF, this Agreement has been executed as of the date first above
written.
By:
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
President, Focus Tech Investments, Inc.
/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
President, Vital Health Technologies, Inc.
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
Director, Vital Health Technologies, Inc.
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
Director, Vital Health Technologies, Inc.
