Exhibit 99.1
Consulting Agreement
Comprehensive Resource Advisors
MANAGEMENT CONSULTING AGREEMENT
AGREEMENT made this 15 th day of April, 2002, by and between Xxxxxx
Associates, Inc. hereinafter, CLIENT), a Delaware corporation and
Comprehensive Resource Advisors, Inc. (hereinafter, FIRM), a New York
corporation, with its principal place of business located at 000
Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxx Xxxx 00000 upon terms and
conditions as follows:
FIRM will be an agent for the foregoing services:
a. public relations
b. market awareness
c. email / facsimile presence
d. investor relations
e. special marketing meetings
CLIENT will provide to FIRM: monthly, "The DTC Report" as requested by
THE FIRM. FIRM will be available to render all services represented
during normal and customary working hours. FIRM will at all time render
the foregoing, and all other services, on a "best efforts" basis.
It is understood and agreed to by the CLIENT, its employees, agents,
and assignors, that during the term of this AGREEMENT the FIRM shall be
CLIENT representative for all the advisory and consulting services set
forth hereinabove.
1. Compensation
a. A non refundable retainer of CLIENT common stock shall be paid
by CLIENT to FIRM as follows:
(i) 180,000 of the shares of CLIENT common stock with
registration rights amended to the current
registration. The total number of shares will be
delivered subject to the approval of a 15c-211 by
FIRM contact. This clause shall survive in the
event of any future funding from any source
whatsoever post contract for any introduction
during the contract term.
b. The stock portion of the retainer referred to in Section
"1a(i)", set forth hereinabove shall be delivered to FIRM at
000 Xxxxxxxxxxx Xxxx - Xxxxx 000, Xxxxxxxx, X.X., 00000, by
CLIENT, in a form described in section "1a(i)" above.
c. From time to time FIRM will present for payment, receipts for
necessary and reasonable business expenses for any and all
tasks assigned by CLIENT to FIRM, or undertaken by FIRM in
furtherance of CLIENT business goals and objectives, including
but not limited to travel and entertainment, material
supplies, filings, press releases, and other professional
10
fees. It is agreed that these expenses, with prior approval of
the CLIENT, which represent "out of pocket" costs, if any,
incurred by FIRM in behalf of CLIENT, will be reimbursed by
CLIENT on a "forthwith" basis.
d. Failure by CLIENT to perform obligations as per the terms of
paragraph 1 - {COMPENSATION} and or any clause pertaining to
reimbursement may result in FIRM withholding future services
until the compensation is satisfied and current.
e. Failure of FIRM to perform aforementioned services will result
in the return of a prorated amount of shares to CLIENT.
2. Confidentiality
FIRM agrees that it will not, without consent, communicate to
any individual or business entity information relating to any
confidential material which it might from time to time acquire
with respect to the business of CLIENT, its affiliates or
subsidiaries. This clause shall survive for one year after the
termination of this AGREEMENT.
3. Defense and Indemnification
CLIENT agrees, at its sole expense, to defend FIRM, and to
indemnify and hold the FIRM harmless from, any claims or suits
by a third party against the FIRM or any liabilities or
judgments based thereon, either arising from FIRM performance
of services for CLIENT under this AGREEMENT or arising from
any CLIENT products which result from FIRM performance of
general services under this AGREEMENT.
FIRM agrees, at its sole expense, to defend CLIENT, and to
indemnify and hold the CLIENT harmless from, any claims or
suits by a third party against the CLIENT or any liabilities
or judgments based thereon, either arising from CLIENT
performance of services for FIRM under this AGREEMENT or
arising from any FIRM products which result from CLIENT
performance of general services under this AGREEMENT.
4. Terms and Termination
This AGREEMENT with all rights and privileges pertaining
thereto shall be for a term of not less than12 months from the
date hereof and shall be deemed automatically renewed upon its
same terms and conditions for an additional 12 month period
unless, not less than 60 days prior to expiration, either
party serves upon the other written notice to terminate. Said
notices shall be in conformance with paragraph "5c." set forth
herein.
5. Miscellaneous
a. Any and all work generated on behalf of CLIENT including but
not limited to: databases, models, charts and, presentations,
is the work product of and shall remain the sole property of
FIRM.
b. The relationship created by this AGREEMENT shall be that of
independent contractor, and neither FIRM nor CLIENT shall have
authority to bind or act as agent for the other or for their
respective employees for any purpose, unless specifically
agreed to in writing and is executed by an officer of each
party.
c. Notice given by one party to the other hereunder shall be in
writing and deemed to have been properly given if deposited
with the United States Postal Service, registered or certified
mail, addressed as follows:
11
CLIENT XXXXXX ASSOCIATES, INC.
0000 XXXXXXXX XXX - XXXXX 000
XXXXXX XXXX, XX 00000
FIRM COMPREHENSIVE RESOURCE ADVISORS, INC.
000 XXXXXXXXXXX XXXX - XXXXX 000
XXXXXXXX, XX 00000
d. This AGREEMENT replaces any previous AGREEMENT and the
discussions relating to the subject matters hereof and
constitutes the entire AGREEMENT between CLIENT and FIRM with
respect to the subject matters of this AGREEMENT. This
AGREEMENT may not be modified in any respect by any verbal
statement, representation, or writing made by any employee,
officer, or representative of CLIENT or FIRM unless such
writing is in proper form and executed by an officer of each
party.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT effective
the date first stated above. This AGREEMENT is bound under the Laws of
the State of New York and shall be construed and enforced in accordance
with those laws. Any remedies on breach of the AGREEMENT will be
determined exclusively through binding arbitration provided by the New
York State court system.
By: /s/ XXX XXXXXXXXXX February 12, 2003
------------------------------ ------------------------
Xxx Xxxxxxxxxx - President Date
By: /s/ XXXXXX XXXXXXX February 12, 2003
------------------------------ ------------------------
Xxxxxx Xxxxxxx - President/CEO Date
12
