Contract for Services Agreement
THIS AGREEMENT dated January 30, 2002 between Vital Health Technologies, Inc.
(VHT) a Minnesota Corporation and Focus Tech Investments, Inc. (FTI) a Texas
Corporation includes the following provisions:
The term of this agreement will continue until August 30, 2002
WHEREAS; FTI will perform the following services as an independent
contractor-agent of VHT in accordance with the following provisions:
1. From time to time FTI will provide financing to VHT including loans in
order for the company to meet its ongoing financial responsibilities to
vendors who provide legal, accounting, transfer agent services, storage
space, and other miscellaneous services. The initial loan will be for the
amount of $5,000 and will accrue at an interest rate of 10%, which will
come due 12 months from the issue date.
2. FTI will identify and contact merger candidates who are qualified to merge
with VHT. FTI will present merger proposal(s) to the VHT board of directors
and Aurora Capital Management, L.L.C. for approval. In the event the VHT
board of directors and Aurora Capital Management, L.L.C. approves the
proposal(s), FTI will continue to negotiate the terms and facilitate the
merger process until final closure.
3. As consideration for the performance of the above services VHT will issue
FTI 2,000,000 shares of Vital Health Technologies, Inc. common stock. The
common stock will be issued in accordance with Regulation D Rule 501 under
the Securities Act of 1933. The stock will be restricted and must be held
in accordance with the rules pertaining to SEC Rule 144. By signing this
agreement FTI states an understanding of Regulation D and SEC Rule 144 and
the restrictions on the resale of the common stock issued, and will adhere
to all provisions of the Rule.
4. In the event that FTI is not able to conclude a merger agreement as stated
in item number 2, for any reason, prior to August 30, 2002, FTI will agree
to cancel the entire amount of common stock issued. Following August 30,
2002, the agreement may be extended if agreed to by FTI, VHT and Aurora
Capital Management, L.L.C.
5. In the event that FTI cancels the shares of common stock as explained in
item number 4, any loans issued to VHT will continue to be valid as stated
in the loan agreement(s).
6. FTI will have the right to present individual candidate(s) to serve on the
board of directors of VHT. The board of directors will review the
candidate(s) qualifications and approve one (1) candidate to serve as a
board member.
7. This agreement will be valid only when it is signed by an officer of FTI
and VHT and approved by the board of directors of VHT.
8. FTI will be bound by the laws pertaining to independent contractor status
which require representatives of FTI to determine own working hours, be
responsible for own income tax and social security withholding, insurance
benefits and other business expenses.
9. In the event of any legal action, whether in law or by equity, or pursuant
to any type of alternative dispute resolution mechanism, the prevailing
party shall be awarded its costs, disbursements and expenses of such action
including reasonable attorney's fees.
10. This agreement sets forth the entire understanding of the parties with
respect to the matters herein. No amendment or modification to this
Agreement shall be affective unless the same shall be reduced to writing
and executed by the parties hereto.
11. The validity and interpretation of the Agreement shall be governed by the
laws of the state of Minnesota. This agreement may not be assigned by FTI.
Any litigation relating to the interpretation and/or enforcement of this
Agreement shall be exclusively venued in the state or federal courts
sitting in Hennepin or Xxxxxx County Minnesota and FTI consents to this
exclusive venue and agrees that the forum is convenient to both parties and
waives any right to contest the same.
IN WITNESS WHEREOF, this Agreement has been executed as of the date first above
written.
By:
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
President, Focus Tech Investments, Inc.
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
President, Vital Health Technologies, Inc.
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
Director, Vital Health Technologies, Inc.
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Director, Vital Health Technologies, Inc.
