Consulting Agreement between the Company and Xxxxx Xxxxxx
dated July 17, 1996.
CONSULTING AGREEMENT
THIS AGREEMENT, entered into this 17th day of July, 1996 by and between
Xxxxx Xxxxxx, an individual residing at 000 Xxxx Xxxxxxx Xxxx Xxxx., Xxxx
Xxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as "CONSULTANT") and
Whitestone Industries, Inc., a Delaware corporation with a principal place of
business located at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000 (hereinafter
referred to as "CLIENT").
1. WITNESSETH:
WHEREAS, CONSULTANT is skilled in the areas of marketing, consulting and
investment relations; and
WHEREAS, CLIENT desires to retain the services of CONSULTANT in order to
assist CLIENT in expanding business operations, strategic planning, marketing,
and financial public relations; and
WHEREAS, the parties are desirous of enter into this CONSULTING AGREEMENT
in accordance with the terms and provisions hereinafter set forth.
NOW THEREFORE in consideration of the promises and of the mutual covenants
and conditions herein contained, it is hereby agreed as follows:
2. SERVICE OF CONSULTANT:
A. CONSULTANT will provide the following services to
CLIENT:
Update and/or revise Client's current business plan.
Assist management in setting corporate goals and strategic planning.
Meet with the company's executive officers to review operations.
Provide marketing assistance
In additional to the above services, CONSULTANT shall work with CLIENT to
develop new client services and/or promotional ideas.
B. CONSULTANT shall provide the above identified services on as "AS
NEEDED" basis. Nothing contained herein shall obligate CONSULTANT to provide a
minimum number of consulting hours either computed on a weekly or a monthly
basis.
C. Nothing contained herein shall in any way restrict CONSULTANT from
providing similar services to other clients, whether those clients are in the
same or different fields as Client.
3. COMPENSATION TO CONSULTANT:
A. As compensation for the services rendered by the
CONSULTANT, CONSULTANT shall receive a total of 200,000 shares (the "Shares") of
the Client's common stock. Said shares to be issued to the CONSULTANT on
execution of this Agreement.
B. Client further agrees that it will register the Shares pursuant to an
S-8 Registration Statement. CONSULTANT will pay for the costs of S-8
Registration Statement, submit to CLIENT for signature and review by Aug. 26,
1996. If CONSULTANT fails to submit Registration Statement Consultant will
forfeit 25,000 share penalty. Said Registration Statement to be filed by the
Client no later than September 1, 1996. In the event that Client fails to file
an S-8 Registration Statement by September 1, 1996, CONSULTANT will be entitled
to receive an additional 25,000 shares of the Client's common stock and said
additional shares are to be registered pursuant to an X-0 Xxxxxxxxxxxx
Xxxxxxxxx.
0X. XXXX:
This Agreement shall remain in full force and effect for a period of one
year from the date of execution.
4. NOTICES:
Except as otherwise heretofore and hereinafter provided, any notice or
other communication to any party pursuant to or relating to this Agreement and
the transactions provided for herein shall be deemed to have been given or
delivered when deposited in the United States mail, registered or certified, and
with proper postage and registration or certification fees prepaid, addressed to
the parties for whom intended as follows:
IF TO CONSULTANT: Xxxxx Xxxxxx
000 Xxxx Xxxxxxx Xxxx Xxxx.
Xxxx Xxxxxxxxxx, XX 00000
IF TO CLIENT: Whitestone Industries, Inc.
00000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
ATTN: XXXXXX XX
Or to such other address as may be designed by either party in writing.
5. LITIGATION:
The parties agree that this Agreement may be enforced by both legal and
equitable remedies including specific performance. Should litigation become
necessary to enforce the rights of either party to this Agreement, the
prevailing party shall be entitled to recover all costs including reasonably
attorney's fees and costs.
6. ENTIRE AGREEMENT:
This Agreement sets forth all the promises, covenants, agreements,
conditions and understandings between the parties hereto, and supersedes all
prior and contemporaneous agreements and understandings, inducements or
conditions, express or implied, oral or written, except as herein contained.
This Agreement may not be modified other than by another Agreement in writing,
duly executed by the parties hereto.
7. WAIVERS:
No indulgences extended by the parties hereto to any other party shall be
construed as a waiver of any breach on the part of such other party, nor shall
any waiver of one breach be construed as a waiver of any rights or remedies with
respect to any subsequent breach.
8. APPLICABLE LAW:
This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida. By entering into this Agreement, the parties agree
to the jurisdiction of the Florida courts with venue in Broward County.
9. TITLE NOT TO AFFECT INTERPRETATION:
The titles of sections contained in this Agreement are
inserted for convenience and reference only, and they neither form a part of
this Agreement nor are they to be considered in the interpretation thereof.
10. BINDING EFFECT:
The provisions of this Agreement shall be binding upon each of the parties
hereto and on their respective heirs, executors, administrators, personal
representatives or other legal representative.
11. NO JOINT VENTURE OR PARTNERSHIP:
Nothing contained herein shall be construed as creating a joint venture,
partnership or other type of legal relationship between the parties hereto.
CLIENT assumes full and absolute responsibility for the use and/or dissemination
of any information or marketing plans developed by CONSULTANT for CLIENT.
12. ENFORCEMENT:
This Agreement is to be interpreted and enforced in accordance with the
laws of the State of Florida with venue for any dispute in Broward County,
Florida. Should any portion hereof be determined to be illegal or unenforceable,
then that portion shall be deemed modified to conform to applicable laws in a
manner most consistent with the intent of the parties as expressed herein.
Should such modification be impossible or impracticable, then the remainder of
this Agreement shall be and remain in full force and effect.
13. EXECUTION IN COUNTERPARTS:
This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and it shall
not be necessary, in making proof of this Agreement to produce or account for
more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed and sworn to their
hands and seals the day and year first above written.
WITNESSES: WHITESTONE INDUSTRIES, INC.
/s/Xxxx X. Xxxxxx
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XXXX X. XXXXXX By: /s/Xxxxxx Xx
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Its President
/s/Xxxxx Xxxxxx
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XXXXX XXXXXX
