CONSULTING AGREEMENT
This agreement is effective as of August 29, 1997, by and between Xxxx
International, Inc. ("Xxxx") and Merchants T & F, Inc. ("Merchants")
(concurrently, the "Parties").
Xxxx desires to obtain assistance in the management and organization of its
ongoing business interests. Merchants desires to assist Xxxx in its ongoing
business interests. The parties agree to the terms set forth below.
1. DUTIES AND INVOLVEMENT
a. Ciro hereby engages Merchants for the purpose of assisting Xxxx in the
management and organization; such assistance is to be used in the expansion of
business or any other purpose as Xxxx so desires.
b. Merchants acknowledges that it is not an agent or employee of Ciro's
and, that it will not commit Xxxx to any action. Any and all arrangements or
agreements that Merchants may negotiate for Xxxx will be subject to acceptance
by Xxxx, to be evidenced by the execution by an authorized officer of Ciro's.
Merchants represents that it does not have, through stock ownership or
otherwise, the power to control Xxxx.
c. Merchants shall devote such of its time and effort to the duties
hereunder and shall use his best efforts to fulfill its obligations hereunder;
however, Xxxx acknowledges that Merchants is engaged in other business
activities and that such activities will continue during the term of this
Agreement.
2. TERM
This Agreement shall continue for a term of one year from the effective
date hereof
3. COMPENSATION
a. As full compensation for Merchants advisory services hereunder, Xxxx
shall pay to Merchants a nominal cash payment of the greater of Five Thousand
Dollars ($5,000) per month or Twenty percent (20%) of the gross royalty income.
4. TAXES AND OTHER LIABILITIES
Merchants acknowledges and agrees that it is an independent contractor and
not an employee of Xxxx. As such, Merchants acknowledges that it is responsible
for all self-employment and other tax payable to any federal, state or local
authority and any other obligation or liabilities arising from his engagement
and compensation hereunder.
The undersigned hereby acknowledges receipt of an executed original of this
Consulting Agreement and accepts the terms and conditions hereof
MERCHANTS T & F, INC.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
President
XXXX INTERNATIONAL, INC.
By: /s/ Xxxxxx Xxxxxx
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President
