EXHIBIT 10.1
CONSULTING AGREEMENT
AGREEMENT, effective of the 9th day of September, 2002 (the "Agreement"),
by and between Boulder Hill, Inc (the "Consultant") having an office located at
000 Xxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxx Xxxx 00000 and Zenascent, Inc. (the
"Company"), having an office located at Xxx Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx
Xxxx 00000.
WITNESSETH:
WHEREAS, the Consultant is a corporation with substantial expertise which
the Company deems of great value to its continued operations;
WHEREAS, the Consultant has been requested by the Company to provide
consulting services for the Company;
WHEREAS, Consultant and the Company desire to expand their relationship,
and the Company desires to enter into a formal consulting agreement with the
Consultant pursuant to which it will engage the Consultant for general
consulting services, including advice regarding financing, mergers, acquisitions
and related matters.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto hereby agree as follows:
1. TERM. Consultant hereby agrees to act as consultant on behalf of the
Company for two (2) years commencing as of the date hereof (the
"Term").
2. SERVICES. The consulting services to be provided by Consultant during
the Term shall be to advise and consult the Company regarding general
business matters including, but not limited to the evaluation and
analysis of management needs, prospective mergers, asset, business or
other acquisition and other business combinations (hereinafter
"Business Combinations") that the Company may ask the Consultant to
undertake. In addition the consultant will assist Company with
negotiating of all contracts, documents and work with the Company's
legal, accounting and investment banking advisors. Consultant agrees to
devote such time toward the performance of its duties hereunder as it
deems reasonably necessary. It is not intended that such services
require full time and effort by Consultant or any of its employees. The
Company acknowledges that Consultant and/or its affiliates will provide
consulting advice (of all types contemplated by this Agreement and
otherwise) to others, as well as to the Company. Nothing herein
contained shall be construed to limit and restrict Consultant in
conducting such business with respect to others, or in rendering such
advise to others. It is contemplated that the services of Consultant
shall be performed in the City and State of New York and nothing shall
require Consultant to attend meetings more frequently than four days in
any calendar month. In addition to the Compensation hereinafter set
forth, Consultant shall be reimbursed for any and all expenses that his
services will require, including, parking, tolls and meals. In the
event Consultants services are requested outside of the New York City
Metropolitan area Company shall provide Consultant with transportation
to and from the location outside the New York Metropolitan area and
hotel accommodations. Company shall advise Consultant at least 30 days
in advance of the date, time and place of any contemplated meeting and
shall be subject to Consultant's prior commitments.
3. COMPENSATION FOR SERVICES. For and in consideration for the services
rendered and to be rendered by Consultant as provided in Section 2
herein and in addition to any other compensation previously or
subsequently agreed to be paid to Consultant, Company shall pay to
Consultant the following: 300,000 shares (the "Shares") of unregistered
and restricted common stock of Zenascent, Inc. upon execution of this
Agreement and an additional 250,000 shares ("Additional Shares";
together with the Shares, the "Securities") of unregistered and
restricted common stock of Zenascent, Inc. on September 9, 2003.
Notwithstanding the above, Consultant acknowledges that Company may not
currently have sufficient shares of common stock authorized and
unissued to allow the issuance of the Shares. The Company agrees to use
its reasonable commercial efforts to amend its structural documents to
allow for such issuance or conversion. The foregoing shall be referred
to as "Compensation". The Securities shall have the benefits of
piggyback registration rights. The Securities have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or
applicable state securities laws. The Securities have been acquired for
investment and not with a view to their distribution or resale, and may
not be resold, pledged or otherwise transferred without an effective
registration statement for such securities under the Securities Act or
applicable state securities laws or an opinion of counsel satisfactory
to Zenascent that such registration statement is not required.
4. ADDITIONAL COMPENSATION. The Company agrees, that in the event the
Consultant shall secure one or more individuals or entities that
provide Financing for Company, the Company shall pay the Consultant a
cash fee equal to ten percent (10%) of the total amount of Financing
paid to the Company (the "Cash Fee"). The Cash Fee shall be payable at
each closing(s) of a Financing transaction. The Company agrees, that in
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the event the Company engages in any fight promotion as a lead
promoter, Consultant shall receive at no cost four ringside tickets to
that event. The tickets shall be sent to Consultant at least one week
prior to event.
5. ENTIRE AGREEMENT; WAIVERS; EXHIBITS. This Agreement supersedes any and
all agreements, arrangements and understandings between the parties
hereto, entered into or reached prior to the date hereof. No amendment,
waiver or discharge of any provisions hereof shall be effective unless
in writing signed by the parties hereto. All Exhibits attached hereto
or incorporated herein by reference, together with this Agreement,
shall be and is one complete agreement and constitute the entire
agreement between the parties. This Agreement shall inure to the
successors and assigns of the parties hereto.
6. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given when delivered
personally or three days after being sent by registered or certified
mail, postage prepaid, return receipt requested, to the address set
forth on the first page of this Agreement or such other address as any
party may notify the other pursuant hereto.
7. HEADINGS. The headings in the Agreement are for purposes of reference
only and shall not be considered in construing this Agreement.
8. CONSENT TO SERVICE OF PROCESS; JURISDICTION; VENUE. Each of the parties
hereto hereby consents to the personal jurisdiction of the United
States District Court for the Southern District of New York in any
action, suit or proceeding arising under this Agreement and agrees to
bring any such action, suit or proceeding only in such courts.
9. ASSIGNMENT. This Agreement may not be assigned by any party without the
express written consent of the other party.
10. GOVERNING LAW. This Agreement shall be governed and interpreted in
accordance with the laws of the State of New York, without regard to
the conflict of laws principles thereof or the actual domiciles of the
parties hereto.
11. CONFIDENTIAL INFORMATION. During the Term of this Agreement and at all
times thereafter, Consultant agrees that it will keep confidential and
will not use or divulge to any person, firm or corporation, without
Company's specific, prior consent in writing (i) any confidential
information concerning the business affairs of Company, or any of its
affiliates; (ii) any trade secrets of Company, or any of its
affiliates; or (iii) any other specialized information or data relating
to Company, the Company's Proprietary Rights, or any participants
therein, heretofore or hereafter learned, acquired or coming to
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Consultant's knowledge during the Term. Notwithstanding the above, the
Consultant shall have no liability to Company with regard to
information which (i) was generally known and available in the public
domain at the time it was disclosed or becomes generally known and
available in the public domain through no fault of Consultant; (ii) was
known to Consultant at the time of disclosure as shown by the files of
Consultant in existence at the time of disclosure; (iii) is disclosed
with the prior written approval of Company; (iv) was independently
developed by Consultant without any use of confidential information and
by employees or other agents of Consultant who have not been exposed to
such confidential information; (v) becomes known to Consultant from a
source other than Company without breach of this Agreement by
Consultant and otherwise not in violation of Company's rights; and (vi)
is disclosed pursuant to the order of a court, administrative agency or
other governmental body; provided, that Consultant shall provide
prompt, advance notice thereof to enable Company to seek a protective
order or otherwise prevent such disclosure, and provided that
Consultant's disclosure is limited to that expressly required by such
court, administrative agency or other governmental body.
12. INDEPENDENT CONTRACTOR RELATIONSHIP, The services rendered by
Consultant to the Company pursuant to this Agreement shall be as an
independent contractor, and this Agreement does not make Consultant the
employee, agent or legal representative of the Company for any purpose
whatsoever, including, without limitation, participation in any
benefits or privileges given or attended by the Company to its
employees. No right or authority is granted to Consultant to assume or
to create any obligation or responsibility, express or implied, on
behalf of or in the name of the Company. The Company shall not withhold
for Consultant any federal or state taxes from the amounts to be paid
to Consultant hereunder, and Consultant agrees that it will pay all
taxes due on such amounts.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed and delivered in its name and on its behalf, all effective as of
the date first written above.
CONSULTANT:
BOULDER HILL, INC.
/s/ XXXX XXXXXX
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NAME: XXXX XXXXXX
TITLE: VICE PRESIDENT
COMPANY:
ZENASCENT, INC.
/s/ XXXXX XXXXXXXXX
------------------------------------
NAME: XXXXX XXXXXXXXX
TITLE: EXECUTIVE VICE PRESIDENT
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