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EXHIBIT 10.4
CONSULTING AGREEMENT WITH STRUCTURE MANAGEMENT, INC. DATED MARCH 8, 1999
CONSULTANT AGREEMENT
CONSULTANT AGREEMENT, made as of March 8, 1999 between Structure Management,
Inc. (the "Consultant"), and Complete Wellness Centers, Inc. (the
"Corporation").
WHEREAS, the Consultant is willing to provide its services to the Corporation
for the period under the terms and conditions hereinafter provided and the
Corporation wishes to assure itself of the services of the Consultant for the
period provided in this Agreement.
NOW, THEREFORE, WITNESSETH, that for and in consideration of the premises and of
the mutual promises and covenants herein contained, the parties hereto agree as
follows:
1. Engagement
The Corporation agrees to and does hereby engage the Consultant, and the
Consultant agrees to and does hereby accept engagement by the Corporation
in connection with the operation of the business and affairs of the
Corporation, for the period commencing on the date hereof and ending on
March 4, 2000. The period during which Consultant shall serve in such
capacity shall be deemed the "Engagement Period" and shall hereinafter be
referred to as such.
2. Services
2.1 The Consultant shall render to the Corporation the services described
below, with respect to which the Consultant shall apply his best
efforts and devote such time as shall be reasonably necessary to
perform his duties hereunder and advance the interests of the
Corporation. The Consultant shall report to the chief executive
officer of the Corporation and to such persons, as the chief executive
officer shall direct.
2.2 The services to be rendered by the Consultant to the Corporation shall
under no circumstances include the following:
a. Any activities which could be deemed by the Securities and
Exchange Commission to constitute investment banking or any other
activities requiring the Consultant to register as a
broker-dealer under the Securities Exchange Act of 1934.
b. Any activities which could be deemed to be in connection with the
offer or sale of securities in a capital-raising transaction.
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2.3 The services to be rendered by the Consultant to the Corporation
shall consist of the following:
2.3.1 Corporate Planning
a. Develop an in-depth familiarization with the Corporation's
business objectives and bring to its attention potential or
actual opportunities which meet those objectives or logical
extensions thereof.
b. Alert the Corporation to new or emerging high potential forms of
production and distribution which could either be acquired or
developed internally.
c. Comment on the Corporation's corporate development including
such factors as position in competitive environment,
financial performances vs. competition, strategies,
operational viability, etc.
d. Identify prospective, suitable merger or acquisition partners
for the Corporation, perform appropriate due diligence
investigations with respect thereto, advise the Corporation with
respect to the desirability of pursuing such prospects, and
assist the Corporation in any negotiations which may ensue
therefrom.
2.3.2 Financial Public Relations
a. Review and comment upon the Corporation's annual and quarterly
reports and other financial publications.
b. Bring to the Corporation's attention outstanding examples of
financial presentation in other industries, including both
overall reporting and portions of reports.
c. Review and comment upon the Corporation's financial public
relations plan.
d. Keep the Corporation informed on any externally originated
information disseminated about it.
2.3.3 Shareholder Relations
a. Review, comment on and advise the Corporation as to
responses to communications from shareholders.
b. Assist the Corporation in improving its shareholder
relations by developing long range programs for
shareholder communication.
c. Advise the Corporation as to selection of suitable public
relations counsel.
3. Compensation
3.1 For the services and duties to be rendered and performed by the
Consultant during the Engagement Period and in consideration of
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the Consultant's having entered into this agreement, the Corporation
agrees to issue to Consultant options to purchase 117,500 shares of
common stock of the Corporation (the "Consulting Stock") forthwith.
3.2 The issuance of the Shares by the Company upon the exercise of the
above options by the Consultant shall be registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to
a registration statement on Form S-8 (the "S-8") in accordance with
the General Instructions to Form S-8 and Rule 405 of Regulation C of
the Securities Act. The Corporation covenants and agrees forthwith to
arrange for the preparation and filing of an S-8 and the preparation
of a Plan Prospectus therefor. The Corporation shall maintain the S-8
in effect so long as any of the Consulting Stock shall remain unsold
or untransferred by the Consultant.
4. Secrets
Consultant agrees that any trade secrets or any other like information of
value relating to the business of the Corporation or any of its affiliates,
or of any corporation or other legal entity in which the Corporation or any
of its affiliates has an ownership interest of more than twenty-five
percent (25%), including but not limited to, information relating to
inventions, disclosures, processes, systems, methods, formulae, patents,
patent applications, machinery, materials, research activities and plans,
costs of production, contract forms, prices, volume of sales, promotional
methods, list of names or classes of customers, which he has heretofore
acquired during his engagement by the Corporation or any of its affiliates
or which he may hereafter acquire during the Engagement Period as the
result of any disclosures to him, or in any other way, shall be regarded as
held by the Consultant in a fiduciary capacity solely for the benefit of
the Corporation, its successors or assigns, and shall not at any time,
either during the term of the Agreement or thereafter, be disclosed,
divulged, furnished, or made accessible by the Consultant to anyone, or be
otherwise used by him except in the regular course of business of the
Corporation or its affiliates.
5. Assignment
This Agreement may be assigned by the Corporation as part of the sale of
substantially all of its business, provided, however, that the purchaser
shall expressly assume all obligations of the Corporation under this
Agreement. Further, this Agreement may be assigned by the Corporation to an
affiliate, provided that any such affiliate shall expressly assume all
obligations of the Corporation under this Agreement, and provided further
that the Corporation shall then fully guarantee the performance of the
Agreement by such affiliate. Consultant agrees that if this Agreement is so
assigned, all the terms and conditions of this Agreement shall be between
assignee and himself with the same force and effect as if said Agreement
had been made with such assignee in the first instance. This Agreement
shall not be assigned by the Consultant without the express written consent
of the Corporation.
6. Survival of Certain Agreements
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The covenants and agreements set forth in Article 4 and Article 5
shall survive the expiration of the Engagement Period and shall all
survive termination of this Agreement and remain in full force and
effect regardless of the cause of such termination.
7. Notices
7.1 All notices or permission to be given hereunder shall be delivered by
hand, telecopier, or recognized courier service to the party to whom
such notice is required or permitted to be given hereunder. Any
delivered to the address designated for such delivery by such party,
notwithstanding the refusal of such party or other person to accept
such delivery.
7.2 Any notice to the Corporation or to any assignee of the Corporation
shall be addressed as follows:
Complete Wellness Centers, Inc.
000 00xx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
7.3 Any notice to Consultant shall be addressed as follows:
Xx. Xxxxxxx X. Xxxxxxx
Structure Management, Inc.
000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
7.4 Either party may change the address to which notice is to be
addressed, by notice, as provided herein.
8. Applicable Law
This Agreement shall be interpreted and enforced in accordance with the
laws of New Jersey.
9. Interpretation
Whenever possible, each Article of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
Article is unenforceable or invalid under such law, such Article shall be
ineffective only to the extent of such unenforceability or invalidity and
the remainder of such Article and the balance of this Agreement shall in
such event continue to be binding and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed the above Agreement as of
the day and year first written above.
COMPLETE WELLNESS CENTERS, INC.
By: /s/ Xxxxxx Xxxxxxx
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President
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STRUCTURE MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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PRESIDENT
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