Crescent Fund, Inc.
00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000
Phone: 000.000.0000 Fax: 000.000.0000
Email: xxxxxxxxxxxx@xxxxxxxxxxxx.xxx
HydroFlo, Inc.
0000 Xxxxxxxx Xxxx.
Xxxxxxx, XX 00000
July 14, 2003
Dear Xx. Xxxx:
Please issue the stock due as compensation under the attached contract to
Xxxxxxx Xxxxx, the person primarily responsible for performing the services
therein.
Regards,
/s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Managing Director
BUSINESS PLAN CONSULTING AGREEMENT
This Agreement made this 16th day of June, 2003, by and between
Crescent Fund, Inc., a Texas corporation, whose address is 00 Xxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, hereinafter referred to as "CRESCENT" or
"Consultant" and HydroFlo, Inc., a North Carolina corporation, its agents,
successors or assigns, hereinafter referred to as "HYDROFLO" or "Client", whose
address is 0000 Xxxxxxxx Xxxx., Xxxxxxx, Xxxxx Xxxxxxxx 00000.
Whereas Consultant is in the business of providing Business Plan
consulting services to businesses and whereas Client desires to retain
Consultant for the following purposes:
To assist Client in re-writing and editing its Business Plan.
For and in consideration of mutual benefits, detriments, and promises,
and the cross considerations hereinafter set forth, the adequacy of which is
hereby acknowledged, the parties hereto, CRESCENT and HYDROFLO, collectively
"THE PARTIES", hereby covenant and agree as follows:
1. Services
a. CRESCENT is hereby engaged by HYDROFLO to assist in restructuring
HYDROFLO'S business plan.
2. Compensation
a. HYDROFLO hereby agrees to pay CRESCENT for the services set forth
in Paragraph 1, the following non-refundable retainer items:
1. The issuance of 37,500 shares of free-trading common stock
(such stock shall be issued within three days after the
date hereof)
b. HYDROFLO shall pay all out-of-pocket expenses related to the
services set forth in Paragraph 1 above, subject to budget approval
by HYDROFLO prior to incurring the expense.
3. Termination of Agreement
This Consulting Agreement may not be terminated by either
party prior to the expiration of the term provided herein above, except as
follows:
a. Upon the bankruptcy or liquidation of the other party, whether
voluntary or involuntary;
b. Upon the other party taking the benefit of any insolvency law;
c. Upon the other party having or applying for a receiver appointed
for either party; and/or
d. Mutual consent of the parties.
4. Notices
All notices hereunder shall be in writing and addressed to the
party at the address herein set forth, or at such other address which notice
pursuant to this section may be given, and shall be given by either certified
mail, express mail or other overnight courier service. Notices shall be deemed
given upon the earlier of actual receipt or three (3) business days after being
mailed or delivered to such courier service. Any notices to be given hereunder
shall be effective if executed by and/or sent by the attorneys for THE PARTIES
giving such notice and, in connection therewith, THE PARTIES and their
respective counsel agree in giving such notice such counsel may communicate
directly in writing with such party to the extent necessary to give such notice.
5. Attorney Fees
In the event either party is in default of the terms or
conditions of this Consulting Agreement and legal action is initiated or suit be
entered as a result of such default, the prevailing party shall be entitled to
recover all costs incurred as a result of such default including reasonable
attorneys fees, expenses and court costs through trial, appeal and to final
disposition.
6. Time is of the Essence
Time is hereby expressly made of the essence of this
Consulting Agreement with respect to the performance by THE PARTIES of their
respective obligations hereunder.
7. Inurement
This Consulting Agreement shall inure to the benefit of and be
binding upon THE PARTIES hereto and their respective heirs, executors,
administrators, personal representatives, successors, and assigns.
8. Entire Agreement
This Consulting Agreement contains the entire agreement of THE
PARTIES. It is declared by THE PARTIES that there are no other oral or written
agreements or understanding between them affecting this Agreement. This
Agreement supercedes all previous agreements.
9. Amendments
This Agreement may be modified or amended provided such
modifications or amendments are mutually agreed upon by and between THE PARTIES
hereto and that said modifications or amendments are made only by an instrument
in writing signed by THE PARTIES.
10. Waivers
No waiver of any provision or condition of this Agreement
shall be valid unless executed in writing and signed by the party to be bound
thereby, and then only to the extent specified in such waiver. No waiver of any
provision or condition of this Agreement shall be construed as a waiver of any
other provision or condition of this Agreement, and no present waiver of any
provision or condition of this Agreement shall be construed as a future waiver
of such provision or condition.
11. Non-Waiver
The failure of either party, at any time, to require any such
performance by any other party shall not be construed as a waiver of such right
to require such performance, and shall in no way affect such party's right to
require such performance and shall in no way affect such party's right
subsequently to require a full performance hereunder.
12. Construction of Agreement
Each party and its counsel have participated fully in the
review and revision of this Agreement. Any rule of construction to the effect
that ambiguities are to be resolved against the drafting party shall not apply
in the interpretation of this Agreement.
13. Applicable Law
THIS AGREEMENT IS EXECUTED PURSUANT TO AND SHALL BE
INTERPRETED AND GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF TEXAS FOR
WHICH THE COURTS IN DALLAS COUNTY, TEXAS SHALL HAVE JURISDICTION WITHOUT GIVING
EFFECT TO THE CHOICE OR LAWS OR CONFLICT OF LAWS RULES THEREOF OR OF ANY STATE.
14. Counterparts
This Agreement may be executed in a number of identical
counterparts. Each such counterpart is deemed an original for all purposes and
all such counterparts shall, collectively, constitute one agreement, but, in
making proof of this Agreement, it shall not be necessary to produce or account
for more than one counterpart. 15. Facsimile
A facsimile copy of this Agreement is acceptable.
16. Acceptance of Agreement.
Unless both parties have signed this Agreement within ten (10)
business days of the date listed above, this Agreement shall be deemed
automatically withdrawn and terminated.
IN WITNESS WHEREOF, THE PARTIES have set forth their hands and seal in
execution of this Consulting Agreement this 16th day of June, 2003, by and
between:
CRESCENT FUND, INC., HYDROFLO, INC.,
a Texas corporation a North Carolina corporation
By: _______________________ By: _____________________________
Xxxxxxx Xxx, President Xxxxxx Xxxx, CEO
Date: _____________________ Date: ___________________________
