Exhibit 10.6
00 XXXX XXXXXX, 00XX XX CRESCENT FUND LLC
XXX XXXX, XX 00000-0000 XXX CONSULTING AGREEMENT
T: 212.509.3060 F: 866.304.7522
This Agreement made this November 2, 2006 by and between Crescent Fund, LLC., a
Delaware Limited Liability Company, whose address is 00 Xxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, XX 00000, hereinafter referred to as "CRESCENT" or "Consultant" and
Millenium Holding Group Inc., a Nevada corporation, its agents, successors or
assigns, hereinafter referred to as "MILLENIUM" OR "Client", whose address is 00
Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000. Tel: 000.000.0000 Fax: 000.000.0000.
Whereas Consultant is in the business of providing management consulting
services to businesses in an effort to obtain capital from third parties for
business use, including equipment leasing, purchase order and/or contract
financing, factoring and financing for land and buildings' utilizing various
financing instruments and whereas Client desires to retain Consultant for the
following purposes:
TO ATTEMPT TO ARRANGE FINANCING FOR THE PURPOSE OF WORKING CAPITAL
AS AN INTERMEDIARY.
For and in consideration of mutual benefits, promises, and the cross
consideration hereinafter set forth, the adequacy of which is hereby
acknowledged, the parties hereto, CRESCENT and MILLENIUM, collectively "THE
PARTIES", hereby covenant and agree as follows:
1. SERVICES
a. CRESCENT is hereby engaged by MILLENIUM, to provide capital funding
services (non-exclusive) including serving as an investment banking
liaison, and acting as capital consultant for a six month period from
the date hereof. CRESCENT shall contact institutional investors,
arrange presentation of the Company, assist in restructuring
MILLENIUM's business plan for presentation and arrange conferences
with capital sources.
b. CRESCENT is engaged to provide capital structure, working capital,
equipment financing, merger and acquisition, and reorganization
consulting services to MILLENIUM for purposes of attempting to
capitalize the company for a six month period from the date hereof.
2. COMPENSATION
a. MILLENIUM hereby agrees to pay CRESCENT for the services set forth in
Paragraph 1, the following items:
b. Recognizing that CRESCENT has extensive sources of venture capital,
coupled with brokerage industry contacts, MILLENIUM hereby agrees to
pay CRESCENT for the consulting services set forth in Paragraph 1 in
the form of a success fee of seven percent (7%), inclusive of all
fees, in cash of the amount of capital raised as a result of contacts
by CRESCENT, and/or success fee of seven percent (7%), inclusive of
all fees, in cash of the capitalized value, computed based on shares
issued of any merger or acquisition. Such fees shall be due at closing
of any transaction in which CRESCENT has acted as the introducing
person.
c. MILLENIUM shall pay all out-of-pocket expenses related to the services
set forth in Paragraph 1 above, subject to budget approval by
MILLENIUM prior to incurring the expense.
3. TERMINATION OF AGREEMENT
i. This Consulting Agreement may not be terminated by either party prior
to the expiration of the term provided herein above, except as
follows:
b. Upon the bankruptcy or liquidation of the other party, whether
voluntary or involuntary;
c. Upon the other party taking the benefit of any insolvency law;
d. Upon the other party having or applying for a receiver appointed
for either party; and/or written notice by one party to the other
party.
4. NOTICES
a. 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 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
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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
attorney fees, expenses and court costs through trial, appeal and to final
dispositions.
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 supersedes all previous agreements.
9. AMENDMENTS
This Agreement may be modified or amended provided such modifications or
amendments are mutually agreed upon 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 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. NON-CIRCUMVENTION AGREEMENT
MILLENIUM agrees, represents and warrants herby that it shall not
circumvent CRESCENT with respect to any banking or lending institution,
investment bank, trust, corporation, individual or investor introduced by
CRESCENT to MILLENIUM pursuant to the terms with CRESCENT for the purpose
of, without limitation, this Agreement and for a period of eighteen (18)
months from the date of execution by THE PARTIES of this Agreement.
14. APPLICABLE LAW
THIS AGREEMENT IS EXECUTED PURSUANT TO AND SHALL BE INTERPRETED AND
GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF NEW YORK FOR WHICH
XXX XXXXXX XX XXX XXXX XXXX, XXX XXXX SHALL HAVE JURISDICTION WITHOUT
GIVING EFFECT TO THE CHOICE OR LAWS OR CONFLICT OF LAWS RULES THEREOF OR OF
ANY STYLE. The parties agree that mediation shall be used as an initial
forum for the good-faith attempt to settle and resolve any issues or
disputes that may arise.
15. 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.
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16. FACSIMILE
A facsimile copy of this Agreement is acceptable.
17. 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 November 2, 2006 by and between:
CRESCENT FUND, LLC. MILLENIUM HOLDING GROUP INC.
A Delaware Limited Liability Company A Nevada corporation
By: By:
Xxxxxxx Xxxxxx-Xxxxx, President & CEO Xxxxxxx Xxx, CEO
Date: November 2, 2006 Date: November 2, 2006
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