CONSULTING AGREEMENT
THIS AGREEMENT is made as of July 1, 2004 by and between Filtering Associates,
Inc. a Nevada corporation (the "Company") and U.S. Capital Partners, Inc. Inc. a
Florida Corporation (the "Consultant").
RECITALS:
A. The Company requires financial services consulting to build the value of the
Company for the benefit of its shareholders; and U.S. Capital Partners, Inc.
agrees to perform consulting services related to corporate finance, and other
financial service matters, upon the request of the President of the Company, and
will make available qualified personnel for this purpose and devote such
business time and attention to such matters as it shall determine is required.
B. The Consultant is an broker/dealer who has provided investment and merchant
banking services for a number of companies; and
C. Is a market maker in electronic pink sheets, bulletin board and NASDAQ small
capitalization companies: and
D. The Company recognizes the substantial experience and knowledge of the
Consultant in matters relating to investment banking; and
E. The Company further recognizes that it is in the best interests of the
Company to engage the consulting services of the Consultant; and
F. The Company desires to retain the valuable services and counsel of the
Consultant, and the Consultant desires to render such services to the Company
upon the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
below, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound
hereby agree as follows:
1. Recitals. The Recitals to this Agreement are hereby incorporated into
this Agreement as though full restated herein.
2. Engagement. The Company hereby engages the Consultant, and the
Consultant accepts engagement by the Company, upon the terms and conditions set
forth in this Agreement.
3. Term. The term of this Agreement shall begin on the date hereof and
shall continue until July 1, 2005.
4. Consulting Services Compensation.
(A) The Company shall pay to Consultant as compensation for its services
under this Agreement $25,000.00 which shall be paid in 5 equal monthly
installments of $5,000.00. If the Company terminates this agreement prior to the
expiration of the 5 month period, the balance of the compensation on the
Consulting Agreement become due and payable immediately.
(B) The company may in the future provide the Consultant with such
additional compensation as the company and the Consultant shall mutually agree
for any additional services by the Consultant not provided for in this
Agreement.
5. Duties. From time to time as reasonably requested by the Company, the
Consultant agrees to perform consulting services related to corporate finance
and other financial service matters, upon the request of the President of the
Company, and will make available qualified personnel for this purpose and devote
such business time and attention to such matters as it shall determine is
required. Such services shall include, but not be limited to, strategic
planning, planning meetings with the investment community, assisting the
Company's management in designing the Company's Business Plan and
"Growth-by-Acquisition" strategy. Additionally, Consultant shall prepare or
assist in the preparation of a Company Corporate Profile, Fact Sheets, and
Shareholder Letters,
6. Nature of Engagement. The company is engaging the Consultant as an
independent contractor. Nothing in this Agreement shall be construed to create
an employer-employee relationship between the parties.
The services to be provided will not be in connection with the offer or
sale of securities in a capital-raising transaction.
7. Expenses. Upon receipt of requests from the consultant for
reimbursement, the Company shall reimburse the Consultant for all reasonable and
necessary expenses the Consultant incurs, prior to and after the date of this
Agreement in performing its duties in connection with this Agreement. The
Consultant shall be required to receive authorization from the Company prior to
incurring any expenses
8. Notices. Any notice, report or demand required, permitted or desired
under this Agreement shall be sufficient if in writing and delivered by
certified mail, return receipt requested, Federal Express (or similar courier),
telegram or receipted hand delivery at the following addresses (or such other
addresses designated by proper notice):
To the Company: Xxxxx Xxxxx
Filtering Associates
00 Xxxxxxxxxx Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
To the Consultant: Xxxxx Xxxxxx
U.S. Capital Partners
0000 Xxxxx Xxxx
Xxxxxxxx Xx 00000
Any notice otherwise delivered shall be deemed given when actually received
by recipient.
9. Miscellaneous.
(A) Governing Law. This Agreement shall be governed by, interpreted and
enforced in accordance with the laws of the State of Florida
(B) Entire Agreement. This instrument contains the entire agreement of the
parties concerning engagement and may not be changed or modified except by
written agreement duly executed by the parties hereto.
(C) Confidentiality. Except as may otherwise be required by law, the
specific provisions of this Agreement shall remain strictly confidential.
Notwithstanding the foregoing, the parties agree that Consultant shall disclose
that it is being compensated by the Company in all of its promotional releases
to the public, in accordance with the Act. Neither the company nor the
Consultant shall, either directly or indirectly through their respective
officers, directors, employees, shareholders, partners, joint ventures, agents,
consultants, contractor, affiliates or any other person, disclose, communicate,
disseminate or otherwise breach the confidentiality of all or any provision of
this Agreement, without the express written consent of both parties to this
Agreement.
(D) Assignment. The obligations of the parties under this Agreement shall
not be assigned without the written consent of the parties. Notwithstanding any
provision of this Agreement to the contrary, however, the Consultant shall be
entitled to provide that any funds payable or stock issuable to it pursuant to
this Agreement shall instead be paid or issued to its designee.
(E) Counterparts and Facsimile. This Agreement may be executed in
counterparts, and all counterparts will be considered as part of one agreement
binding on all parties to this Agreement. This Agreement may be executed via
facsimile, which signatures shall be deemed legal and binding as an original
signature hereto.
(F) Severability. If any term, condition or provision of this Agreement or
the application thereof to any party or circumstances shall, at any time or to
any extent, be invalid or unenforceable, the remainder of this Agreement, or the
application of such term, condition or provision to parties or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each term, condition and provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
/s/ Xxxxx Xxxxx
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By: Xxxxx Xxxxx, President
/s/ Xxxxx Xxxxxx
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By: Xxxxx Xxxxxx
