CONSULTING AGREEMENT
THIS AGREEMENT FOR CONSULTING SERVICES (the
"Agreement") is entered into and effective as of August 15,
2001 by and between Xxxxxx Xxxxxxx, of 0000 Xxxxx 000xx
Xxxxxx, Xxxxxxx, XX 00000 (the "Consultant"), and Green
Fusion Corporation, a Corporation ("Green Fusion").
1. RECITAL
This Agreement is entered into with reference to and in
contemplation of the following facts, circumstances and
representations:
1.1 Green Fusion desires to engage the services of the
Consultant to assist it with respect to business
development.
1.2 The Consultant desires to provide such business
development services to Green Fusion as a contractor
and pursuant to the terms and conditions set forth
herein.
2. NATURE AND EXTENT OF CONSULTING SERVICES
2.1 Term of Agreement
-----------------
This Agreement shall be for a term
of 12 months and shall terminate on August 15, 2002.
2.2 Duties of Consultant
--------------------
During the term of this
Agreement, Consultant shall provide advice to undertake
for and consult with Green Fusion concerning the
Company's business development. More specifically, the
Consultant will undertake at the specific request of
Green Fusion to obtain new wholesale distribution
contracts for Brussels Chocolates.
2.3 Devotion to Duty
----------------
Consultant agrees to devote such
time as is reasonable on an "as needed" basis with
respect to the subject business development services.
Consultant is free to represent or perform services for
other clients, provided it does not interfere with the
duties contained in this Agreement.
2.4 Duties of Green Fusion
----------------------
Green Fusion shall provide
Consultant, on a regular and timely basis, with all
approved data and information about it, its
subsidiaries, its management, its products and
services and its operations as shall be reasonably
requested by Consultant, and shall advise Consultant of
any facts which would affect the accuracy of any data
and information previously supplied pursuant to this
paragraph.
2.5 Compensation
------------
In consideration of entering into this Agreement, Green Fusion
shall issue to Consultant a total of 125,000 shares of Green Fusion's
common stock which shares are fully paid upon the execution hereof and
the binding of the Consultant to the obligations herein.
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2.6 Nondisclosure of Information
----------------------------
Consultant agrees that
it will not at any time, in any fashion, form or
manner, either directly or indirectly, divulge,
disclose or communicate to any person, firm or
corporation, in any manner whatsoever, any information
of any kind, nature or description concerning any
matters affecting or relating to the business of Green
Fusion.
2.7 Assignment of Agreement
-----------------------
Due to the personal nature of
the services to be rendered by the Consultant, this
Agreement may not be assigned by the Consultant without
the prior written consent of Green Fusion.
2.8 Prohibited Activities
---------------------
Consulting services provided
under this agreement shall not include:
* services in connection with the offer or sale of
securities in a capital-raising transaction;
* services that directly or indirectly promote or
maintain a market for the securities of Green Fusion
including without limitation the dissemination of
information that reasonably may be expected to sustain
or raise or otherwise influence the price of the
securities;
* services providing investor relations or shareholder
communications;
* consultation on mergers that take a private company
public;
* consultation in connection with financing that involves
any securities issuance, whether equity or debt.
3. CO-OPERATION, ARBITRATION, INTERPRETATION, MODIFICATION
AND ATTORNEY FEES
3.1 Co-operation of Parties
-----------------------
The parties further agree that
they will do all things necessary to accomplish and
facilitate the purpose of this Agreement and that they
will sign and execute any and all documents necessary
to bring about and prefect the purposes of this
Agreement.
3.2 Arbitration
-----------
The parties hereby submit all
controversies, claims, and matters of difference
arising out of this Agreement to arbitration in the
Province of British Columbia, according to the rules
and practices of the Canadian Arbitration Association.
This submission and agreement to arbitrate shall be
specifically enforceable. The Agreement shall further
be governed by the laws of British Columbia.
3.3 Interpretation of Agreement
---------------------------
The parties agree that
should any provision of this Agreement be found to be
ambiguous in any way, such ambiguity shall not be
resolved by construing such provisions or any part of
or the entire Agreement in favour of or against any
party herein, but rather by construing the terms of
this Agreement fairly and reasonably in accordance with
their generally accepted meaning.
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3.4 Modification of Agreement
-------------------------
This Agreement may be
amended or modified in any way and at any time by an
instrument in writing, signed by each of the parties
hereto, stating the manner in which it is amended or
modified. Any such writing amending or modifying of
this Agreement shall be attached to and kept with this
Agreement.
3.5 Legal Fees
----------
If any legal action or any arbitration or
other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach,
default or misrepresentation in connection with any of
the provisions of the Agreement, the successful or
prevailing party shall be entitled to recover
reasonable legal fees and other costs incurred in that
action or proceeding, in addition to any other relief
to which it may be entitled.
3.6 Entire Agreement
----------------
This Agreement constitutes the entire
Agreement and understanding of the parties hereto with
respect to the matters herein set forth, and all prior
negotiations, writings and understandings relating to
the subject matter of this Agreement are merged herein
and are superseded and cancelled by this Agreement.
3.7 Counterparts
------------
This Agreement may be signed in one or
more counterparts.
3.8 Facsimile Transmission Signatures
---------------------------------
A signature received
pursuant to a facsimile transmission shall be
sufficient to bind a party to this Agreement.
DATED this 15th day of August, 2001.
/s/ L. Xxxx Xxxxxxx /s/ Xxxxxx Xxxxxxx
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L. Xxxx Xxxxxxx, President Xxxxxx Xxxxxxx
Green Fusion Corporation
