EXHIBIT 10.6
AGREEMENT
This Agreement is between Tasty Fries, Incorporated, 000 Xxxxxx Xxxxxxx, Xxxxx
Xxx, Xxxx Xxxx, Xxxxxxxxxxxx 00000, and Xxxxxxxxx Ventures Corporation, Inc., a
Pennsylvania Corporation, located at 00 Xxxxxxxxxx Xxxxxxx, Xxxxxxx Drive,
[E.W][XXX] Xxxxxxxxx, Xxxxxxxxxxxx 00000 executed this April day of 30th, 1996.
In consideration of the mutual covenants herein and intending to be legally
bound hereby, the parties agree as follows:
XXXXXXXXX VENTURES CORPORATION. INC. DUTIES
Tasty Fries, Inc., hereby authorizes xxxxxxxxx Ventures Corporation,
Inc. on a non-exclusive basis to: a) sell shares of its common stock, b) promote
the sale of Tasty Fries Inc. common stock, c) act as a market analyst d) assist
in the promotion and good will of Tasty Fries, Inc. e) act as a consultant in
business matters f) act as a consultant in the development of an investor base.
Xxxxxxxxx Ventures Corporation, Inc. will use its best efforts to represent,
introduce and present the products, interests and goals of Tasty Fries, Inc. to
the general public and investment community. Additionally, Xxxxxxxxx Ventures
Corporation, Inc. will promote Tasty Fries Inc., through any publications,
seminars, conventions and media which would be mutually agreeable to both
parties.
TERM
The initial term of this Agreement shall be for the time period
required for Xxxxxxxxx Ventures Corporation, Inc., to complete and comply with
the terms of the Stock Purchase Agreement executed between Tasty Fries, Inc.,
and Xxxxxxxxx Ventures Corporation, Inc., dated and executed on the 30th day of
April, 1996 including the registration of all common stock contemplated by the
aforesaid Stock Purchase Agreement. Thereafter, this Agreement shall be in
effect for a period of five (5) years from the date of the registration of all
stock contemplated by the aforementioned Stock Purchase Agreement.
EQUITY COMPENSATION
In consideration for the services to be provided by Xxxxxxxxx Ventures
Corporation, Inc., those contemplated by this Agreement and the aforementioned
Stock Purchase Agreement, and if Xxxxxxxxx Ventures Corporation, Inc., is
successful in retaining investors to purchase Tasty Fries, Inc., restricted
common stock and providing Tasty Fries, Inc. with working capital, Tasty Fries,
Inc., agrees to pay Xxxxxxxxx Ventures Corporation, Inc. equity compensation in
the form of restricted shares of common stock. The number of shares to be
received by Xxxxxxxxx Ventures Corporation, Inc. shall be as follows:
i) 5,000,000 shares of restricted pre reverse split common stock to be
paid upon the registration of all common restricted stock contemplated by the
Stock Purchase Agreement executed on the 30th day of April, 1996.
ii) Thereafter, Xxxxxxxxx Ventures Corporation, Inc. shall receive
750,000 shares of restricted common stock each year for a term of five (5)
years. Such stock shall be subject to
the pending reverse split contemplated by the Stock Purchase Agreement executed
on the 30th day of April, 1996. (i.e.) 10 to 1 reverse split would result in
Xxxxxxxxx Ventures Corporation, Inc., receiving 75,000 shares of restricted
common stock per year for a term of five (5) years.
APPLICABLE LAW
This Agreement is governed by and constructed under the laws of the
Commonwealth of Pennsylvania. Any action brought by either party to enforce or
interpret this Agreement or any part thereof shall be brought in an appropriate
Federal Court.
CONFIDENTIALITY
In consideration of the execution of this Agreement, Xxxxxxxxx Venture
Corporation, Inc. agrees that, during the term of the Agreement and for a period
of on year following its termination, they will abide by all of the following
provisions:
1) For the purposes of this section of the Agreement, the term Confidential
Information shall mean information about Tasty Fries, Inc.'s business,
marketing, advertising, promotion, publicity, research, finances, accounting,
trade secrets, business plans or the name of one or any group listing of actual
or potential Tasty Fries, Inc., customers or any customer-specific information
or that of Xxxxxxxxx Ventures Corporation, Inc. which: a) has been disclosed or
otherwise become known to Xxxxxxxxx Venture Corporation, Inc. or Tasty Fries,
Inc. as a result of providing consulting services to Tasty Fries, Inc. under
this section of the Agreement; and b) is not otherwise information available to
the public and c) is maintained as confidential by Tasty Fries, Inc. and/ or
Xxxxxxxxx Venture Corporation, Inc..
2) Xxxxxxxxx Venture Corporation, Inc. and Tasty Fries, Inc. shall not
directly or indirectly divulge, furnish, use, publish or otherwise make
accessible to any person or entity, any Confidential Information except in the
performance of providing consulting and other services in accordance with the
terms and conditions of this Agreement. Any confidential Information prepared by
Xxxxxxxxx Venture Corporation, Inc. or coming into Xxxxxxxxx Venture
Corporation, Inc.'s possession as a result of providing services, as required by
this Agreement, are and shall remain Tasty Fries, Inc.'s Confidential
Information, shall be protected as such by Xxxxxxxxx Venture Corporation, Inc.
and shall be returned to Tasty Fries, Inc. upon termination of this Agreement.
Any Confidential Information prepared by Tasty Fries, Inc.. or coming into Tasty
Fries, Inc.'s possession as a result of Xxxxxxxxx Ventures Corporation, Inc.
services are and shall remain Xxxxxxxxx Venture Corporation, Inc.'s Confidential
Information, shall be protected as such by Tasty Fries, Inc. and shall be
returned to Xxxxxxxxx Venture Corporation, Inc. upon termination of this
Agreement.
By signing this Agreement xxxxxxxxx Venture Corporation, Inc.
acknowledges complete understanding of said Agreement and will comply with the
terms and conditions set forth in this Agreement.
Xxxxxxxxx Ventures Corporation, Inc.
By: /S/L. XXXX XXXXXXXXX /S/XXXXX X. XXXXX
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L. Xxxx Xxxxxxxxx [President] Witness
Tasty Fries, Inc.
By: /S/XXXXXX X. XXXXX /S/XXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxx Witness
