CONSULTING AGREEMENT
This Agreement ("Agreement"), made as of the 12 day of April, 2001, by
and between GLOBAL FOODS ONLINE, INC, A (STATE) corporation (the
"Company"), and PERSIA CONSULTING GROUP, INC., a New York Corporation
(the "Consultant").
WITNESSETH:
WHEREAS, the Consultant will provide general consulting services to the
Company in regards to capital markets, corporate finance, investor and
public relations on an non-accountable and non-exclusive basis.
WHEREAS, the Company desires to secure the services of the Consultant on
the terms and conditions hereinafter set forth;
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
promises, conditions and covenants herein contained, the parties hereto
do hereby agree as follows:
1. Capital Markets, Corporate Finance, Investor and Public Relations
Advice and Services on a non-exclusive basis.
1.1. The Company will utilize the Consultant to provide general
consulting services and to advise to the Company for a period of two(2)
years.
1.2 Consultants Compensation. The Company shall pay the Consultant
(a) A Cash fee equal to US$48,000.00. The Company shall either make
twenty for (24) monthly payments of US$2,000.00 or eight (8) quarterly
payments of US$6,000.00 to the below account information. The Federal
Funds instructions are as follows:
Chase Manhattan Bank
5 World Trade Center- Xxxxx 0000
Xxx Xxxx Xxxx, Xxx Xxxx 00000
ABA number: 000000000
Account number: 681502751865
Account name: Persia Consulting Group, Inc.
(b) Upon the signing of the agreement (the "Agreement") the Company
will issue the Consultant a restricted stock certificate (the
"Certificate") in the amount of 500,000 common shares of Global Foods
Online, Inc. The stock Certificate shall have demand and "piggyback"
registration rights on the first and next registration statement
prepared and filed by the Company subsequent to the date of this
Agreement. The Certificate shall be delivered to the Consultant within
seven (7) business days of signing this agreement. The Certificate
shall be in name to be determined by the Consultant and delivered to the
following address:
Persia Consulting Group, Inc.
Attention: Xxxxx Xxxxxxxx
00 Xxxx 00xx Xxxxxx, Xxxxx 0X
Xxx Xxxx, XX 00000
(000) 000-0000
2. Miscellaneous
2.1 Benefit. This Agreement is made solely for the benefit of the
Consultant and the Company, their respective officers and directors and
any controlling person referred to in Section 15 of the Act and their
respective successors and assigns, and no other person may acquire or
have any right under or by virtue of this Agreement, including, without
limitation, the holders of any Securities. The term "successor" or the
terms "successors and assigns" as used in this Agreement shall not
include any purchasers, as such, of any of the securities.
2.2. Governing Law. The validity, interpretation, and construction of
this Agreement will be governed by the Laws of the State of New York.
The parties further agree that any action between them shall be heard in
New York County, new York, and expressly consent to the jurisdiction and
venue of the Supreme Court of New York, and the United States District
Court for the Southern District Court for the Southern District of New
York for the adjudication of any civil action asserted pursuant to this
paragraph.
2.3 Counterparts. This Agreement may be executed in any number of
counterparts, each of which may be deemed an original and all of which
together will constitute one and the same instrument.
2.4. Confidential Information. All confidential financial or business
information (except publicly available or freely usable material
otherwise obtained from another source) respecting either part will be
used solely by the other party in connection with the within
transactions, be revealed only to employees or contractors of such other
party who are necessary to the conduct of such transactions, and be
otherwise held in strict confidence.
2.5 Financial Advisors. The parties acknowledge that the Company has
or may retain financial and other advisor in connection with this
transaction or other business matters (the "Advisors") and the Company
agrees to indemnify and hold the Consultant harmless for any fees and
expenses of the Advisors.
2.6 Hold Harmless: The Company recognizes that the Consultant shall us
its best efforts to advise and service the Company with regards to the
Company's need. The Company also recognizes that the Consultant is
working on a "best efforts" basis and therefore no guarantees,
representations or promises are be made as to performance and indemnify
the Consultant from any legal proceedings against the Consultant by the
Company or any of its management, shareholders, or other entities with
regard to this Agreement, service and advice performed by the
Consultant.
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement
to be executed of the day and year written above.
"THE COMPANY"
GLOBAL FOODS ONLINE, INC.
BY: Xxxxx Xxxxxx
Chairman and Secretary
By: /s/ Xxxx Xxxxxxxx
President
"THE CONSULTANT"
PERSIA CONSULTING GROUP, INC.
BY: /s/Xxxxx Xxxxxxxx
Title: President and Chief Executive Officer
