EXHIBIT 10.2
CONSULTING AGREEMENT
This consulting agreement (the "Agreement) is entered into between Extensions,
Inc., (the "Company) and Xxxxx Xxxx ("Xxxx" or the "Consultants") for the
purpose of engaging the Consultants to act as Business Development agent to the
Company to assist in and executing on the company's business plan
"Development". This Development will include (i) drafting of agreements (ii)
Assistance in drafting a business plan (iii) Assistance in Research (iv)
coordination of the execution of documents and activities of other experts who
participate in the Development. (v) Assistance in Development of Strategies
1. Retention and Services. The Company hereby retains the Consultants as a
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Development consultant in connection with the structuring, drafting, filing of
the necessary documents in endeavoring to achieve a successful conclusion of the
business plan. Introductions to professionals and other consultants made by the
Consultants will be considered non exclusive for purposes of this Agreement.
Documents prepared in connection with this Agreement shall be considered
property of the Company. The Consultants will use their reasonable best efforts
to structure, draft, present and negotiate on behalf of Company to accomplish
the Development of the Company's business plan. Upon execution of this
Agreement, the Consultants will meet with the Company at its offices in Houston
Texas, to review the available resources, time frames, and develop a critical
path for execution of the proposed strategy.
1. Information provided by the Company. In connection with activities
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hereunder, the Company will furnish the Consultants and their counsel upon
request with all material and information regarding the business and financial
condition of the Company available to the Company (all such information so
furnished being the "Information"). The Consultants will perform due diligence,
however, the Company recognizes and confirms that the Consultants: (a) will use
and rely primarily on the Information and on information available from
generally recognized public sources in performing the services contemplated by
the Agreement without having independently verified the same; (b) does not
assume responsibility for the accuracy or completeness of the Information and
such other information; (c) will not make an appraisal of any securities or
assets of the Company; and (d) retains the right to continue to perform due
diligence during the course of the engagement. The Consultants agree to keep
the information confidential, so long as it is and remains non-public, unless
disclosure is required by law or requested by any government or regulatory
agency or body, and the Consultants will not make use thereof, except in
connection with their services hereunder for the Company.
2. Use of Name. The Company agrees that any reference to the Consultants in
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any release, communication, or material distributed to prospective investors or
lenders is subject to the Consultants' prior written approval. If the
Consultants resign prior to the dissemination of any such release, communication
or material, no reference shall be made therein to the Consultants
3. Use of Advice. No advice rendered by the Consultants in connection with
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the services performed by the Consultants pursuant to this Agreement will be
quoted by either party hereto, nor will any such advice be referred to in any
report, document, release or other communication, whether written or oral,
prepared, issued or transmitted by such party or any Person or corporation
controlling, controlled by or under common control with such party or any
director, officer, employee, agent or representative of any such party thereof,
without the prior written authorization of all parties hereto, except to the
extent required by law (in which case the appropriate party shall so advise the
other in writing prior to such use and shall consult with the other with respect
to the form and timing of disclosure), provided that the foregoing shall not
prohibit appropriate internal communication or reference with respect to such
advice internally within such parties.
4. Compensation. As full payment for services rendered and to be rendered
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hereunder by the Consultants, the Company agrees to pay the Consultants as
follows:
4(a) The Company will issue 5,000,000 shares of Common Stock to Xxxxx Xxxx
upon acceptance and execution of this agreement and upon delivery of the work
product as describer in Section1 above.
5. Representations and Warranties. The Company represents and warrants to
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the Consultants that this Agreement has been duly authorized, executed and
delivered by the Company, and, assuming the due execution by the Consultants,
constitutes a legal, valid and binding Agreement of the Company enforceable
against the Company in accordance with its terms. The Company represents that,
to the best of its knowledge, the Information will not, when delivered at any
closing of a financing, contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein in light of
the circumstances under which they were made not misleading. The Company agrees
to advise the Consultants promptly of the occurrence of any event or any other
change prior to any closing known to it which results in the Information
containing any untrue statement of a material fact or omitting to state any
material fact necessary to make the statements contained therein, in light of
the circumstances under which they were made, not misleading.
6. Indemnity. In partial consideration of the services to be rendered
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hereunder, the Company agrees to indemnify the Consultants in accordance with
Schedule A attached hereto. Other identified Corporation(s) will be working
with the Consultants on this transaction and the Consultants will take full
responsibility for the compensation of all Other Corporation(s), except that the
Company agrees to indemnify Other Corporation(s), and their principals, in
accordance with Schedule A attached, hereto, as though they were parties named
therein.
7. Conditions of Engagement. It is understood that the execution of this
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Agreement shall not be deemed or construed as obligating the Consultants or
Company to place any financing.
8. Survival of Certain Provisions. The indemnity and contribution
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Agreements contained in Schedule A to this Agreement and the representations and
warranties of the Company contained in Section 5 of this Agreement shall remain
operative and in full force and effect regardless of (a) any investigation made
by or on behalf of Consultants, or any Person controlling them, (b) completion
of the financing, (c) the resignation of the Consultants or any termination of
the Consultants' services or (d) any termination of this Agreement, and shall
inure to the benefit of any successors, assigns, heirs and Personal
representatives of the Company, the Consultants, the Indemnified parties and any
such Person.
9. Notices. Notice given pursuant to any of the provisions of this
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Agreement shall be in writing and shall be mailed or delivered (a) if to the
Company, at the addresses set forth above, and (b) if to Consultants, at the
offices of 000 Xxxxx 0XX Xxx, Xxxxx 0000, Xxxxxx XX 00000.
10. Counterparts. This Agreement may be executed in two or more
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counterparts and the counterparts, when executed, shall constitute a single,
enforceable document. The signature on counterparts may be transmitted by fax,
with documents so transmitted having the same force and effect as the executed
originals.
11. Third Party Beneficiaries. This Agreement has been made and is made
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solely for the benefit of the Company, the Consultants and the other Indemnified
Persons referred to in Schedule A hereto and their respective successors and
assigns, and no other Person shall acquire or have any right under or by virtue
of this Agreement.
12. Construction. This Agreement incorporates the entire understanding of
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the parties and supersedes all previous Agreements relating to the subject
matter hereof should they exist and shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to principles
of conflicts of law.
13. Headings. The section headings in this Agreement have been inserted as
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a matter of convenience of reference and are not part of this Agreement.
14. Press Announcements. At any time after the consummation or other
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public announcement of the financing, and with the approval of the Company
(which approval shall not be unreasonably withheld or delayed), the Consultants
may at their own expense place an announcement in such newspapers and
publication as they may choose, stating that Consultants have acted as exclusive
financial advisor and sole Conversion agent to the Company in connection with
the financing contemplated by this Agreement.
15. Amendment. This Agreement may not be modified or amended except in
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writing duly executed by the parties hereto.
16. Matters for Arbitration. The Parties agree that all questions or matters
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in dispute with respect to this Agreement shall be submitted to arbitration
pursuant to the terms hereof.
17. Notice. It shall be a condition precedent to the right of any Party
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to submit any matter to arbitration pursuant to the provisions hereof, that any
Party intending to refer any matter to arbitration shall have given not less
than five business days' prior written notice of its intention to do so to the
other Party together with particulars of the matter in dispute. On the
expiration of such five business days the Party who gave such notice may proceed
to refer the dispute to arbitration as provided for in section "18."
hereinbelow.
18. Appointments. The Party desiring arbitration shall appoint one
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arbitrator, and shall notify the other Party of such appointment, and the other
Party shall, within five business days after receiving such notice, appoint an
arbitrator, and the two arbitrators so named, before proceeding to act, shall,
within five business days of the appointment of the last appointed arbitrator,
unanimously agree on the appointment of a third arbitrator, to act with them and
be chairman of the arbitration herein provided for. If the other Party shall
fail to appoint an arbitrator within five business days after receiving notice
of the appointment of the first arbitrator, and if the two arbitrators appointed
by the Parties shall be unable to agree on the appointment of the chairman, the
chairman shall be appointed in accordance with the Arbitration Act. Except as
specifically otherwise provided in this section, the arbitration herein provided
for shall be conducted in accordance with such Arbitration Act. The chairman,
or in the case where only one arbitrator is appointed, the single arbitrator,
shall fix a time and place for the purpose of hearing the evidence and
representations of the Parties, and he shall preside over the arbitration and
determine all questions of procedure not provided for by the Arbitration Act or
this section. After hearing any evidence and representations that the Parties
may submit, the single arbitrator, or the arbitrators, as the case may be, shall
make an award and reduce the same to writing, and deliver one copy thereof to
each of the Parties. The expense of the arbitration shall be paid as specified
in the award.
19. Award. The Parties agree that the award of a majority of the
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arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be
final and binding upon each of them.
Xxxxx Xxxx
By __________________________________
Xxxxx Xxxx
Extensions, Inc.
By __________________________________
Xxxxxxxx Xxxx
President
