Exhibit10.1
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is entered into as of the 24th
day of April, 2007 by and between Millennium Quest, Inc., a Delaware corporation
(the "Company"), and Heritage Management Consultants, Inc., a corporation
organized under the laws of South Carolina ("Heritage" or "the "Consultant").
RECITALS
Whereas, Consultant is willing to provide to the Company the consulting
services identified in this Agreement; and.
Whereas, the Company is willing to engage Consultant as an independent
contractor, and not as an employee, on the terms and conditions set forth
herein.
AGREEMENT
In consideration of the foregoing and of the mutual promises set forth
herein, and intending to be legally bound, the parties hereto agree as follows:
1. Engagement. The Company hereby engages Consultant as an independent
contractor to provide assistance to the Company in its efforts to consummate a
combination transaction with a privately held entity with current business
operations.
2. Term. This Agreement will commence on the date first written above, and
unless modified by the mutual written agreement of the parties, shall continue
until such time a as a going public transaction is consummated.
3. Compensation. In consideration of the services to be performed by Consultant,
the Company agrees to issue to Consultant 1,642,000 shares of restricted common
stock.
4. Representations and Warranties. Consultant represents and warrants (i) that
Consultant has no obligations, legal or otherwise, inconsistent with the terms
of this Agreement or with Consultant's undertaking this relationship with the
Company, (ii) that Consultant will not use in the performance of its
responsibilities under this Agreement any confidential information or trade
secrets of any other person or entity and (iii) that Consultant has not entered
into or will enter into any agreement (whether oral or written) in conflict with
this Agreement.
5. Limited Liability. Consultant shall not be liable to the Company, or to
anyone who may claim any right due to its relationship with the Company, for any
acts or omissions on the part of the Consultant or the agents or employees of
the Consultant in the performance of Consultant's services under this Agreement.
The Company shall hold Consultant free and harmless from any obligations, costs,
claims, judgments, attorney's fees, or attachments arising from or in any way
related to the services rendered to the Company.
6. Material Non-Public Information. Consultant understands that as a result of
this Agreement Consultant may become privileged to material, non-public
information concerning the Company and its operations. As such, Consultant
hereby agrees not to trade in the Company's securities at any time it possesses
material, non-public information regarding the Company or its operations.
7. Governing Law. This Agreement shall be governed by the laws of the State of
Nevada.
8. Miscellaneous. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, costs. This Agreement shall be binding on and inure
to the benefit of the parties to it and their respective successors and assigns.
Executed on the day and year first above written.
The Company Heritage Management Consultants, Inc.
By:/s/Xxxxxxx X. Xxxxxx By:/s/Xxxxx X. Xxxx
Xxxxxxx X. Xxxxxx, President Xxxxx X. Xxxx, President
