AGREEMENT FOR CONSULTING AND BOOKEEPING/ACCOUNTING SERVICES
AGREEMENT made and entered into as of this fifteenth day of August,
2001 (the "Agreement"), by and between E Bait, Inc., a California
corporation (the "Company") with principal offices at 0000 Xxxxxxx Xx.
#0 Xxxxxxxxxx, XX 00000 and Xxxxxxxx Xxxxx, President of and for BFT
Holdings, Inc., a Nevada corporation with an office for doing business
at 5575 Palymyra, Las Vegas, Nevada, 89147 ("Consultant").
Whereas, the Company will be in the business of providing worldwide
food sales; and
Whereas, the Consultant is in the business of providing advice,
management and financial public relations services to public companies
and the Company believes such experience is in its best interest to
utilize, and
Whereas, the Company acknowledges that the Consultant has been
performing such services since August 15, 2001 for the Company, and
Whereas, the Company formally desires to engage Consultant to continue
to provide such services in accordance with the terms and conditions
hereinafter set forth;
Now, therefore, the Company and Consultant agree as follows:
1. Engagement. The Company agrees to engage Consultant and Consultant
agrees to provide advice, management, and financial public relations
services to the Company
2. Term. The term of this agreement shall commence on the date hereof
and shall continue for a period of two years.
3. Services. Consultant shall render advice and assistance to the
Company on business related matters (the "Services") and in connection
there with shall:
(a) cause its principals to attend meetings of the Company's Board of
Directors or Executive Committee (s) when so requested by the Company;
(b) cause its principals to attend meetings at the request of the
Company and review, analyze and report on proposed business
opportunities;
(c) consult with the Company concerning on-going strategic corporate
planning and long term investment policies, including any revision of
the Company's business plan;
(d) consult with, advise and assist the Company in identifying,
studying and evaluating merger, acquisition, joint venture, strategic
alliance, recapitalization and
restructuring proposals, including the preparation of reports and
studies thereon when advisable, and assist in negotiations and
discussions pertaining thereto;
(e) assist the Company in obtaining technical and advisory assistance
from other professionals where necessary or advisable, including, but
not limited to attorneys and accountants;
(f) assist in the preparation and distribution of press releases,
whenever appropriate, to be made available to the press in general,
customers, suppliers and selected NASD broker-dealers, financial
institutions, and the Company's shareholders;
(g) assist in the preparation and distribution of corporate brochures
and research reports to selected NASD broker-dealers, financial
institutions, and the Company's shareholders;
(h) assist the Company in implementing its financial public relations
program, including, but not limited to distribution of collateral
material to broker-dealer firms.
(i) provide the Company with advice related to aforementioned
activities.
In connection with the Services to be rendered by Consultant,
Consultant shall report to the Board of Directors and President of the
Company and shall consult with those individuals on behalf of the
Company in connection with its obligations set forth above. Consultant
agrees to make itself available to evaluate all proposals that relate
to any financing undertaken by the Company, subject to the limitations
of Section 5 and 7 hereof.
Anything to the contrary herein notwithstanding, it is agreed at the
Consultant's Services will not include any services that constitute
opinions or performance of work that is in the ordinary purview of a
certified public accountant or any work that is the ordinary purview of
a registered broker/dealer or in connection with or related to the
offer or sale of securities of the Company in a capital raising
transaction.
4. Compensation.
(a) The Company shal1 cause to be issued to the Consultant, as a non-
refundable retainer for services rendered and for entering into this
agreement 100,000 (one hundred thousand) shares of its Common Stock per
quarter with each payment due the first day of such quarter for the
term of this agreement which shall be issued pursuant to registration
on Form S-8 under the Securities Act of 1933.
(b) A11 out-of-pocket expenses incurred by the Consultant in the
performance of the Services to be incurred hereunder shall be borne by
the Company and paid upon submission of appropriate documentation
thereof, provided, however, prior authorization is required for amounts
in excess of $ 250.
5. Best Efforts Basis. Subject to Section 7 and the last sentence of
Section 5 hereof, Consultant agrees that it will at all times
faithfully and to the best of its experience, ability and talents
perform all the duties that may be required of it pursuant to the terms
of this Agreement. The Company specifically acknowledges and agrees,
however, that the services to be rendered by Consultant shal1 be
conducted on a "best-efforts" basis and has not, cannot and does not
guarantee that its efforts will have any impact on the Company's
business or that any subsequent financial improvement will result from
its efforts.
6. Company's Right to Approve Transaction. The Company expressly
retains the right to approve, in its sole discretion, each and every
transaction introduced by Consultant that involves the Company as a
party to any agreement. Consultant and the Company mutually agree that
Consultant is not authorized to enter any agreement on behalf of the
Company.
7. Non-Exclusive Services. The Company understands that Consultant is
currently providing certain advisory and financial public relation
services to other individuals and entities and agrees that Consultant
is not prevented or barred from rendering services of the same nature
or a similar nature to any other individuals or entities and
acknowledges that such Services may from time to time conflict with the
timing of and the rendering of Consultant's services. In addition,
Consultant understands and agrees that the Company shall not be
prevented or barred from retaining other persons or entities to provide
services of the same or similar nature as those provided by Consultant.
8. Information Regarding Company. Consultant represents and warrants
that it has received copies of the Company's financial statements and
other disclosure documents (collectively, the "Disclosure Documents").
Consultant represents that it has read the Disclosure Documents and has
reviewed all such information with its legal, financial and investment
advisors to are extent it deemed such review necessary or appropriate.
Because of the Company's financial condition and other factors, the
receipt of capital stock of the Company as compensation under this
Agreement involves a high degree of risk, including the risks that such
stock may substantially decrease in value. The Consultant acknowledges
and accepts that risk. Consultant further represents that it has been
afforded the opportunity to discuss the Company with its management. As
a result, Consultant is cognizant of the financial condition and
operations of the Company, has available full information concerning
its affairs and has been able to evaluate the merits and risks of being
compensated in common stock of the Company. Consultant represents and
warrants to the Company that it has received from the Company and has
otherwise had access to all information necessary to verify the
accuracy of the information in the Disclosure Documents.
9. Consultant Not an Agent or Employee. Consultant's obligations
under this Agreement consist solely of the services described herein.
In no event shall Consultant be considered to be acting as an employee
or agent of the Company or otherwise representing or binding the
Company. For the purposes of the Agreement, Consultant is independent
contractor. All final decisions with respect to acts of the Company or
its affiliates,
whether or not made pursuant to or in reliance on information or advice
furnished by Consultant hereunder, shall be those of the Company or
such affiliates and Consultant shall, under no circumstances, be liable
for any expenses incurred or losses suffered by the Company as a
consequence of such actions. Consultant agrees that all of its work
product relating to the Services to be rendered pursuant to this
agreement shall become the exclusive property of the Company. The
parties acknowledge that the Services provided by the Consultant
hereunder are not in connection with the offering or sale of securities
of the Company in a capital raising transaction.
10. Representations and Warranties of the Company. The Company
represents and warrants to Consultant, each such representation and
warranty being deemed to be material, that:
(a) The Company will cooperate fully and timely with consultant to
enable Consultant to perform its obligations under this Agreement;
(b)The execution and performance of this agreement by the Company has
been duly authorized by the Board of Directors of the Company in
accordance with applicable law;
(c)The performance by the Company of this Agreement will not violate
any applicable court decree, law or regulation nor it will violate any
provision of the organizational documents of the Company or any
contractual obligation by which the Company may be bound;
(d) Because Consultant will rely upon information being supplied it by
the Company, all such information shall be true, accurate, complete and
not misleading, in all material respects;
(e) The Shares, when issued, will be duly and validly issued, fully
paid and nonassessable with no personal liability to the ownership
thereof;
(f) The Company will act diligently and promptly in reviewing materials
submitted to it by Consultant to enhance timely distribution of such
materials and will inform Consultant of any inaccuracies contained
therein prior to dissemination;
(g) The services to be provided by Consultant to the Company hereunder
are not in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction.
11. Representations and Warranties of Consultant. By virtue of the
execution hereof, and in order to induce the Company to enter into this
Agreement, Consultant hereby represents and warrants to the Company as
follows:
(a) It has full power and authority to enter into this Agreement, to
enter into a consulting relationship with the Company and to otherwise
perform this Agreement in the time and manner contemplated;
(b) It has the requisite skill and experience to perform the services
and to carry out and fulfill its duties and obligations hereunder;
(c)The services to be provided by Consultant to the Company hereunder
are not in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction,
(d) Consultant is not an affiliate of or associated with any broker-
dealers or associated with any finders which the doing or have done
business with the Company.
12. Liability of Consultant. In furnishing the Company with
management advice and other services as herein provided, Consultant
shall not be liable to the Company or its creditors for errors of
judgment or for anything except malfeasance or gross negligence in the
performance of its duties or reckless disregard of the obligations and
duties under the terms of this Agreement. It is further understood and
agreed that Consultant may rely upon information furnished to it
reasonably believed to be accurate and reliable and that, except as set
forth herein in the first paragraph of this Section 12, Consultant
shall not be accountable for any loss suffered by the Company by reason
of the Company's action or non-action on the basis of any advice,
recommendation or approval of Consultant.
The parties further acknowledge that Consultant undertakes no
responsibility for the accuracy of any statements to be made by
management contained in press releases or other communications,
including, but not limited to, filings with the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc.
13. Confidentiality. Until such time as the same may become publicly
known, Consultant agrees that any information provided it by the
Company, of a confidential nature will not be revealed or disclosed to
any person or entities, except in the performance of this Agreement,
and upon completion of the term of this Agreement and upon the written
request of the Company, any original documentation provided by the
Company will be returned to it. Consultant will, where it deems
necessary, require confidentiality agreements from any associated
persons where it reasonably believes they will come in contact with
confidential material.
14. Notice. All notices, requests, demands and other communications
provided for by this Agreement shall, where practical, be m writing and
shall be deemed to have been given when mailed at any general or branch
United States Post office enclosed in a certified post-paid envelope
and addressed to the address of the respective party first above
stated. Any notice of change of address shall only be effective
however, when received.
15. Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the Company, its successors, and assigns,
including, without limitation, any corporation which may acquire all or
substantially all of the Company's assets and business or into which
the Company may be consolidated or merged and Consultant and its
successors and assigns.
Consultant agrees that it will not sell, assign, transfer, convey,
pledge or encumber this Agreement or his right, title or interest
herein, without the prior written consent of the Company, this
Agreement being intended to secure the personal services of Consultant.
16. Termination. Consultant agrees that the Company may terminate
this Agreement at any time providing prior written notice of
termination to Consultant. Any notice of termination shall only be
effective however, when received.
The Company agrees that the Company may terminate this Agreement at any
time providing prior written notice of termination to the Company. Any
notice of termination shall only be effective however, when received.
17. Applicable Law. This Agreement shall be deemed to be a contract
made under the laws of the State of Nevada, and for all purposes shall
be construed in accordance with the laws of said state. The Company
(i) agrees that any legal suit, action or proceeding arising out of or
relating to this Agreement shall be instituted exclusively in Nevada
State District Court, County of Xxxxx, or in the United States District
Court for the State of Nevada,
(ii) waives any objection which the Company may have now or hereafter
to the venue of any such suit, action, or proceeding, and
(iii) gives irrevocable consent to the jurisdiction of the Nevada State
District Court, County of Xxxxx, and the United States District Court
for the State of Nevada in any such suit, action or proceeding.
18. Other Agreements. This Agreement supersedes all prior
understandings and agreements between the parties It may not be amended
orally, but only by a writing signed by the parties hereto.
19. Non-Waiver. No delay or failure by either party in exercising any
right under this Agreement, and no partial or single exercise of that
right shall constitutes a waiver of that or any other right.
20. Heading. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.
21. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shaI1 be deemed an original but all of
which together shall constitute one and the same instrument.
In Witness Whereof, the parties hereto have executed this Agreement the
day and year first above written.
E Bait, Inc.
By ______________________________,
Xxxxxxx Xxxxxxxx, CEO
BFT Holdings, Inc.
By_______________________________
Xxxxxxxx Xxxxx, President
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