Exhibit 10.1
BUSINESS CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, made this 3rd day of April, 2002 by and
between Xxxxxxx Xxxx, whose address is: 1278 Glenneyre, Suite 212, Laguna Beach,
CA 92651,(hereinafter referred to as "Consultant"), and Wasatch Pharmaceutical,
Inc., 000 Xxxx 0000 Xxxxx, Xxxxx 000, Xxxxxx, XX 00000, a Utah corporation,
(hereinafter referred to as "Company").
WITNESSETH
RECITALS
WHEREAS, the Company desires to obtain consulting services in the areas
of business relations, public markets and public relations and;.
WHEREAS, the Company desires to obtain the benefit of the services of
the Consultant as a financial and business advisor and consultant and in
connection with its business operations;
WHEREAS, the Consultant desires to render such services to the Company.
NOW THEREFORE, in consideration of the premises the mutual promises and
covenants as herein contained, the parties have agreed as follows:
1. SERVICES
The services to be rendered by Consultant shall consist of financial
and business consulting to the company which shall include, but not be limited
to the following:.
(a) Promoting the interests of the Company and its products; and,
(b) Locating and assisting in the negotiations of business
opportunities for mergers, acquisitions, joint ventures and other similar
business ventures involving the Company.
(c) Locating and assisting in the negotiations and acquisition of
potential business opportunities and expansion of the Company's markets in the
United States, (e) Introduction of the company to markets in Europe and Canada.
(f) Nothing in this Agreement shall be in any way demand, entice or
require Consultant to circumvent or violate the provisions of Form S-8 of the
Securities Act of 1922, as amended, including, but not limited to, providing any
service that is in connection with the offer or sale of securities in a
capital-raising transaction or to directly or indirectly promote or maintain a
market for the Corporation's securities.
2. TERM
This Agreement shall remain in full force and effect for an initial
period of twelve (12) months from the date hereof. This agreement will not be
exclusive to or from either party.
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3. COMPENSATION
Concurrently with the execution hereof, the Company shall grant and
issue to Consultant the option to purchase 50,000,000 shares of $.001 par value
common stock of the Company (the "Shares") which shall be registered with the
United States Securities and Exchange Commission and applicable state securities
agencies so as to enable the Shares to be freely saleable and tradable in the
public securities markets. The Company shall use its best and diligent efforts
to maintain all SEC and other registrations so as to enable said Shares to be
fully saleable and tradable for a period of two (2) years from the date hereof.
The option shall have an exercise price of $.005. The Exercise Date is the date
the signed Exercise Form is faxed to the Company at 000-000-0000. The day
following the Exercise Date, shares representing the exercised shares will be
sent overnight to the Escrow Agent. On the same day the exercised shares are
received, the Consultant Agent will wire transfer the total exercise price into
the account of:
Bank: Union Bank of California
The Private Bank - Newport Beach
Xxxxxx, XX 00000
ABA Routing: 122 000 496
Account No: 000 000 0000
Account Name: Xxxx X. Xxxxxxxxx
Attorney Fund Account III
The stock options shall expire on March 31, 2003 at 5:00 P.M. M.S.T. Consultant
in providing the foregoing services shall be reimbursed for any pre-approved
out-of-pocket costs, including, without limitation, travel, lodging, telephone,
postage and over night shipping charges
4. RELATIONSHIP OF PARTIES
Consultant, which shall include all of its employees, is an independent
contractor and not an employee of the Company, and as such no employer-employee
relationship has been created by this agreement, and all documents or items to
be released by Consultant shall first be approved by the Company. Consultant
will report the shares received hereinunder as compensation due under this
Agreement and will pay any applicable taxes thereon.
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5. CONFIDENTIALITY
Consultant agrees not to disclose any Confidential Information of the
Company and to take all reasonable precautions to prevent unauthorized
dissemination of any Confidential Information gained during and after this
Agreement. Consultant agrees not to use any of the Company's Confidential
Information for its own benefit or for the benefit of anyone other than the
Company. Confidential Information means information relating to the research,
development, products, methods of manufacturing, trade secrets, business plans,
customers, finances, and personnel data relating to the business affairs of the
Company. Confidential Information does not include any information: (a) which
Consultant knew before the Company disclosed it; (b) which has become publicly
known through no wrongful acts of Consultant or which Consultant developed
independently as evidenced by appropriate documentation.
6 NON-COMPETITION
To induce the Company to enter into this Agreement, Consultant
covenants and agrees that during the term of this Agreement, Consultant shall
not directly or indirectly for his own account or either, as agent, servant, or
employee, or as a shareholder of any corporation or member of any firm, own,
manage, operate, join, control, be employed by, or participate in the ownership,
management, operation, or control of any individual, entity, or business that
conducts a business that is now directly or indirectly in competition with the
Company.
7. NON-SALE PROVISION
The parties hereto hereby represent to the other that the services
contracted for and to be rendered hereunder do not involve, or are not in any
way, connected to the offer or sale of securities in any capital raising
transaction.
8. GOVERNING LAWS
This Agreement shall be interpreted and governed by the laws of the
state of Utah.
9. NOTICES
All notices to be delivered hereinunder shall be deemed given if
addressed to the parties at the addresses first set forth above.
10. TERMINATION.
(a) Termination shall occur at the conclusion of the time specified
above, or in the event this Agreement or performance hereunder shall 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
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adjudicated bankrupted, 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 terminated, and be deemed null and void upon such termination; neither
party shall be obligated hereunder and neither party shall have any further
liability to the other.
(b) Either party may terminate this Agreement upon breach by the other
party of any material provisions of this Agreement.
(c)
11. ARBITRATION
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 Salt Lake County, Utah. Any findings of the arbitration will be
final and enforceable in state and federal court.
12. ENTIRE AGREEMENT; MODIFICATION.
(a) This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior
negotiations, understandings, agreements, arrangements, and understandings, both
oral and written, among the parties hereto with respect to such subject matter.
b) AMENDMENT
This Agreement may not be amended or modified in any respect, except by
the mutual written agreement of the parties hereto.
(c) WAIVERS AND REMEDIES
The waiver by any of the parties hereto of any other party's prompt and
complete performance, or breach or violation, of any provision of this Agreement
shall not operate nor be construed as a waiver of any subsequent breach or
violation, and the waiver by any of the parties hereto to exercise any right or
remedy which it may possess hereunder shall not operate nor be construed as a
bar tot he exercise of such right or remedy by such party upon the occurrence of
any subsequent breach or violation.
(d) SEVERABILITY
The invalidity of any one or more of the words, phrases, sentences,
clauses, sections, or subsections contained in the Agreement shall not effect
the enforceability of the remaining portions of this Agreement or any part
hereof, all of which are inserted conditionally on their being valid in law,
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and, in the event that any one or more of the words, phrases, sentences,
clauses, sections, or subsections contained in this Agreement shall be declared
invalid by a court of competent jurisdiction, this Agreement shall be construed
as if such invalid word or words, phrase or phrases, sentence or sentences,
clause or clauses, section or sections, or subsection or subsections had not
been inserted.
13. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, all of
which together shall constitute only one Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed
and their respective seals to be hereunto affixed the day and year above
written.
WASATCH PHARMACEUTICAL, INC.
/s/ Xxxx X. Xxxxxx April 3, 2002
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Xxxx X. Xxxxxx, President Date
XXXXXXX XXXX
/s/ Xxxxxxx Xxxx April 3, 2002
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Consultant Date
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