EX-10.3
CONSULTING AGREEMENT
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into
this 23rd day of February, 2004, by and between X-X International,
Ltd (the "Company") and Xxxxx Advisors & Liquidators, Inc. (the
"Consultant").
WHEREAS, Consultant is skilled in providing business planning;
and WHEREAS, the Company desires to engage Consultant to provide
business planning and other services to the Company.
NOW THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, it is agreed:
1. The Company hereby engages the Consultant and the Consultant
hereby accepts this engagement on a non-exclusive basis pursuant to
the terms and conditions of this Consulting agreement.
2. Consultant shall assist the Company by providing (a) general
strategic advice to and consultation with the Company's management
from time to time on all matters pertaining to the business of the
Company; (b) introductions to potential acquisition opportunities
and contacts; and (c) general business consulting.
3. In order to assist Consultant with his activities, the
Company will provide Consultant with such information, as may be
required by Consultant. Company will make available to Consultant
copies of all material agreements, notice of pending or threatened
litigation and notice of all press releases.
4. Consultant agrees that he has not been retained for any of
the following activities and/or purposes:
A. For capital raising or for promotional activities
regarding the Company's securities.
B. To directly or indirectly promote or maintain a market
for the Company's securities.
C. To act as a conduit to distribute the Company's
securities to the general public.
D. To render investor relations services or shareholder
communications services to the Company.
E. To render advice to the Company regarding the
arrangement or effecting of mergers involving the Company
that have the effect of taking a private company public.
5. In consideration of the services to be provided, the Company
will issue to the Consultant 800,000 shares of the Company's common
stock, $0.001 par value (the "Shares"). The Shares will be issued as
soon as practicable following execution of this Agreement and the
filing of a registration statement under the Securities Act of 1933,
as amended, on Form S-8 (or other available form) covering the
issuance of the Shares to Consultant, as mutually agreed by
Consultant and the Company.
6. During the term of this Agreement, each party may have
access to trade secrets; know how, formulae, customer and price lists
all of which are valuable, special, proprietary and unique assets of
each. The parties agree that all knowledge and information which
each other shall acquire during the term of this Agreement shall be
held in trust and in a fiduciary capacity for the sole benefit of the
other party, its successors and assigns, and each agrees not to
publish or divulge either during the term of this Agreement or
subsequent thereto, knowledge any technical or confidential
information acquired during the term of this Agreement. At the
termination of this Agreement, or at any other time either party may
request the other party deliver to the other, without retaining any
copies, notes or excerpts thereof, all memoranda, diaries, notes,
records, plans, specifications, formulae or other documents relating
to, directly or indirectly, any confidential information made or
compiled by, or delivered or made available to or otherwise obtained
by the respective parties. However, the foregoing shall not prohibit
Consultant from engaging in any work at any time following the
termination of this Agreement, which does not conflict with the terms
of this Agreement.
7. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this Agreement
and the transactions provide for herein shall be deemed to have been
given or delivered when deposited in the United States Mail,
registered or certified, and with proper postage and registration or
certification fees prepaid, addressed at their principal place of
business or to such other address as may be designated by either
party in writing.
8. This Agreement shall be governed and interpreted pursuant to
the laws of the State of Nevada, the parties agree to the
jurisdiction of the district courts with that state. In the even of
any breach of this Agreement, the prevailing party shall be entitled
to recover all costs including reasonable attorney's fees and those
that may be incurred on appeal.
9. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary, in making proof of this
Agreement to produce for more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.
X-X INTERNATIONAL, LTD
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: President
CONSULTANT:
XXXXX ADVISORS & LIQUIDATORS, INC.
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: President
