EXHIBIT 10.1
CONSULTING AGREEMENT
CONSULTING AGREEMENT, dated as of the 19th day of November, 0000 xxxxxxx
Xxxxxx Group Holdings, Inc. 0000 Xxxxxx Xxxxx, Xxxxxxxxx, XX 00000 (hereafter
the "Company"), and Xxxxxxx X. Xxxxxxxxxxxx, 00-00 Xxxxxxxxx Xxx. Marousi Greece
151 23 (hereinafter the "Consultant").
RECITALS
WHEREAS, the Company desires to engage Consultant to perform services for
the Company, and Consultant desires to perform such services, on the terms and
conditions herein after set forth; and
WHEREAS, the Company herein agrees to compensate Consultant for such
services;
NOW THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:
AGREEMENT
1. EXCLUSIVE AGENCY & SERVICES. The Company hereby appoints Consultant as
its exclusive agent in Greece whereas Consultant wishes to provide Company with
consulting services, which services include, but are not limited to the
following: (a) assisting the Company with distribution and sale of its products
in Greece; (b) assisting the Company with public relations of the Company in
Greece; (c) assisting the Company in developing a manufacturing plant in Greece;
(d) introducing the Company to Sanyo for possible investment by Sanyo into the
Company and possible assistance by Sanyo in the distribution and/or
manufacturing of the Company's products; (e) introducing the Company to
investors for the purpose becoming familiar with Circle Group Holdings stock;
and (f) assisting the Company in evaluating and structuring potential mergers
and/or acquisitions with companies headquartered in Greece. The services to be
provided by the Consultant shall be performed from time to time upon the request
of the Company and/or at the suggestion of the Consultant.
2. NO MANAGEMENT POWERS. The Consultant shall have no authority to bind the
Company to any agreement or in any manner without the prior written approval and
direction of the Board of Directors or the Chief Executive Officer of the
Company.
3. COMPENSATION.
Upon signing of this agreement, the Company shall grant warrants to Consultant
to purchase 500,000 shares of rule 144 common-stock at 80 cents per share
exercisable for two years. In exchange, Consultant shall use his best efforts to
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(1) secure distribution and sale of the Company's products in Greece
on terms acceptable to the Company;
(2) securing a manufacturing plant in Greece on terms acceptable to
the Company;
(3) arranging an investment by Sanyo into the Company on terms
acceptable to the Company;
(4) providing merger and/or acquisition opportunities for the Company
on terms acceptable to the Company;
After exercised, the shares underlying the warrants shall carry demand
registration rights at any time after April 15, 2005. The formal warrant
agreement fully executed by the Company shall be provided to Consultant in hard
copy within five (5) days from the date this agreement is executed detailing the
terms as specified above.
4. STOCK. The Consultant shall purchase 1,750,000 shares of the Company's
rule 144 common stock in a private sale for $1,575,000 (USD). Payment shall be
made by wire transfer to be executed by Consultant's bank on or before January
5, 2005, as per wiring instructions shown on signature page. The shares shall
carry demand registration rights at any time after April 15, 2005. Additionally,
the Company shall grant warrants to Consultant to purchase 1,750,000 shares of
rule 144 common-stock at 90 cents per share, exercisable for two years. After
exercised, the shares underlying the warrants shall carry demand registration
rights at any time after April 15, 2005. The formal warrant agreement fully
executed by the Company shall be provided to Consultant in hard copy within five
(5) days from the date this agreement is executed detailing the terms as
specified above.
5. TERM. This Agreement shall be for a term of two years commencing
November 19, 2004 and ending November 18, 2006. The parties may extend or modify
the term of this Agreement in writing signed by both parties.
6. CANCELLATION. This Agreement shall be cancelable for non-performance by
either party upon 30 days written notice. All compensation paid to Consultant
prior to the time of any termination is non-refundable but subject to
performance by Consultant as specified herein Point 1 of this agreement.
7. INDEPENDENT CONTRACTOR. Consultant is, and shall remain, an independent
contractor and shall not be an employee of the Company. Consultant shall be
responsible for all employee taxes, xxxxxxx'x compensation and taxes and filings
with regard to its employees. The Company shall not withhold any taxes from
consultant fees paid pursuant to this agreement.
8. CONFIDENTIAL INFORMATION. Consultant covenants and agrees not to
disclose, directly or indirectly, at any time either during the term of this
Agreement or within twenty four (24) months subsequent to the termination of
this Agreement to anyone not an employee of the Company, and not to use at any
time either during employment or within two (2) years subsequent to the
termination of employment, except in the course of employment with the Company,
any proprietary or confidential information of the Company or of any parties
dealing with the Company unless he shall first secure the consent of the Company
in writing or unless he shall involuntarily be required to do so by a court
having competent jurisdiction after notice to the Company. The Company and
Consultant hereby acknowledge that: (a) the duration limitation imposed with
respect to said secret and confidential information are reasonable; and (b) the
restrictions stated hereinabove are reasonably necessary for the protection of
the Company's legitimate proprietary interests.
9. ARBITRATION. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association
and judgment on the award rendered may be entered in any court having
jurisdiction thereof. Such arbitration shall be mandatory and exclusively held
in the County and State of the Defendant in any action brought by either party
in this agreement, and the cost thereof, including reasonable attorneys' fees,
shall be borne by the losing party or in such proportions as the arbitrator may
decide.
Notwithstanding anything else contained herein to the contrary, the
Consultant acknowledges that his violation of paragraphs 7 of this Agreement
would result in irreparable damages to the Company and that an award of money
damages in an arbitration proceeding would be an inadequate remedy.
Consequently, the Company will have the right, in addition to any other rights
it may have to commence arbitration proceedings, to obtain injunctive relief to
restrain any breach or threatened breach or otherwise to specifically enforce
paragraphs 7 of this Agreement, and the Company will not be obligated to post
bond or other security in seeking such relief.
If any legal action or proceeding, other than arbitration in accordance
with the rules of the American Arbitration Association as described in this
Section 8, is brought by either the Consultant or the
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Company in order to enforce a provision of this Agreement, the unsuccessful
party in such action or proceeding, whether or not such action or proceeding is
settled or prosecuted to final judgment, shall pay all of the attorneys' fees
and costs incurred by the prevailing party.
10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with regards to the matters discussed herein. It also
supersedes any and all other agreements or contracts, either oral or written,
between the parties with respect to the subject matter hereof.
11. AMENDMENT. The terms and conditions of this Agreement may be amended at
any time by mutual agreement of the parties, provided that before any amendment
shall be valid or effective it shall have been approved by the Board of
Directors of the Company and reduced to writing and signed by the Company and
the Consultant.
12. SEVER ABILITY. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect its other provisions, and this
Agreement shall be construed in all respects as if such invalid or unenforceable
provision had been omitted.
13. WAIVER. No waiver by either party of a breach of any provision of this
Agreement shall operate as or be construed to be a waiver of any other breach of
that provision or of any breach of any other provision of this Agreement. The
failure of a party to insist upon strict adherence to any term of this Agreement
on one or more occasions shall not be considered a waiver or deprive that party
of the right thereafter to insist upon strict adherence to that term or any
other term of this Agreement. Any waiver must be in writing.
14. NO ASSIGNMENTS. This Agreement is personal to each of the parties
hereto, and neither party may assign nor delegate any of its rights or
obligations hereunder without first obtaining the written consent of the other
party.
15. GOVERNING LAW. This Agreement and any claim resulting there from shall
be exclusively brought, governed by and construed in accordance with the laws of
the Defendant in the event any claim is brought under this agreement, without
giving effect to the conflict of laws.
16. FACSIMILE & COUNTERPART COPIES. All duly executed facsimile copies
signed jointly or in counterparts are fully binding under any and all applicable
laws.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
Company: Circle Group Holdings, Inc. Consultant: Xxxxxxx X. Xxxxxxxxxxxx
By /s/ XXXXXXX X. XXXXXXX By /s/ XXXXXXX X. XXXXXXXXXXXX
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Xxxxxxx X. Xxxxxxx, President Xxxxxxx X. Xxxxxxxxxxxx
& Chief Executive Officer
Recipient's Wiring Instructions
Bank name: _____________________ Bank Address: 0000 X. Xxxx Xxxxxx,
Account Name: _____________________ Xxxxxxxxx, Xxxxxxxx 00000, XXX
Account Number: _____________________ Bank Contact:___________________
ABA # _____________________ Bank Telephone:_________________
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