CONSULTING SERVICES AGREEMENT
EXHIBIT
10.2
THIS
CONSULTING SERVICES AGREEMENT (the “Agreement”) is made and entered into on the
this 6th
day of
July, 2006, by and between Coast To Coast Equity Group, Inc., a Florida
corporation (“Consultant”), with its principal place of business at 0000 Xxxx
Xxxxxx Xxxxxxx, Xxxxxxxxx, XX 00000, and Quetzal Capital 1, Inc., a Florida
corporation with its principal place of business at 000 Xxxxx Xxxxxx Xxxx xx
Xxxxxxx, XX 00000 (“QC1”) (QC1 and Consultant being hereinafter collectively
referred to as the “Parties” and generically as a “Party”).
WITNESSETH:
WHEREAS,
Consultant is in the business of providing services to public companies
pertaining to dissemination of information to their shareholders and the
investment community, as required by the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), for purposes of improving such public companies’
capital-raising abilities and in order to provide liquidity in the trading
of
their securities; and
WHEREAS,
QC1 desires to develop a program for dissemination of information pursuant
to
its obligations under the Exchange Act in compliance with the restrictions
on
dissemination of material inside information contained in Regulation FD,
Sections 20 and 21A of the Exchange Act, federal and state anti-spamming laws,
and in compliance with the requirements of Section 17(b) of the Securities
Act
of 1933, as amended (the “Securities Act”), and deems it to be in its best
interest to retain Consultant to render to QC1 such services as may be needed;
and
WHEREAS,
Consultant is ready, willing and able to render such services to QC1 as
hereinafter described on the terms and conditions more fully set forth
below:
NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth
in
this Agreement, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as
follows:
Consulting
Services.
I. Agreement
to Provide Consulting Services
A. 1. QC1
hereby retains Consultant as an independent contractor to QC1, and Consultant
hereby accepts and agrees to such retention.
2. Consultant
will render to QC1 the services agreed herein as an independent services
consultant.
3. Consultant
will assist QC1 to disseminate information pursuant to its obligations under
the
Exchange Act and in compliance with the restrictions on dissemination of
material inside information pursuant to Section 17(b) of the Securities Act
and
in compliance with federal and state anti-spamming laws.
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4. Consultant
will:
a. Organize
and disseminate corporate information to potential investors as part of its
investor relations services in compliance with applicable laws;
b. Appoint
and pay for a legal counsel in connection with the preparation of corporate
authorizations, board minutes, agreements, and proxy agreements on behalf of
QC1
in order for QC1 to fulfill its prerequisites to execution of the Share Exchange
Agreement of even date herewith.
c. Maintain
a branch office and all expenses thereof wherever Consultant’s office is located
area for the benefit of QC1 for the two (2) year period following the effective
date of the Share Exchange Agreement.
5. Consultant
will not directly or through intermediaries, perform any activities that would
constitute violations of federal or applicable state securities or other laws
either on behalf of QC1 or Consultant.
B. 1. It
is
acknowledged and agreed by QC1 that Consultant carries no professional licenses
and is not rendering legal advice, performing accounting services or acting
as
an investment advisor or broker-dealer within the meaning of applicable state
and federal securities laws.
2. It
is
further acknowledged and agreed by QC1 that the services to be provided to
QC1
hereunder are presently not contemplated to be rendered in connection with
the
offer and sale of securities in a capital-raising transaction, such as would
require registration as a broker or dealer in securities under applicable state
or federal securities laws.
3. The
services of Consultant will not be exclusive to QC1 nor will Consultant
necessarily be the sole consultant appointed by QC1.
II. Independent
Contractor.
A. 1. Consultant
agrees to perform its consulting duties hereto as an “independent contractor” as
that term is defined under the Internal Revenue Code.
2. Nothing
contained herein will be considered as creating an employer-employee
relationship between the Parties to this Agreement.
B. The
Parties acknowledge and agree that Consultant shall guarantee to conduct its
operations and provide its services in a professional manner in accordance
with
good industry practice and applicable laws.
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III. Time,
Place and Manner of Performance.
A. Consultant
will be available for advice and counsel to the officers and directors of QC1
at
such reasonable and convenient times and places as may be necessary or agreed
upon.
B. Except
as
aforesaid, the time, place and manner of performance of the services hereunder,
including the amount of time to be allocated by Consultant to any specific
service, will be determined at the sole discretion of Consultant.
IV
Term
of
Agreement.
A. This
Agreement is for an initial term of two (2) years from date of full
execution.
B. This
Agreement shall commence upon the closing of the Share Exchange Agreement of
even date herewith.
C. This
Agreement may be terminated prior to the end of its initial term by QC1 for
cause, after providing Consultant with specific written notice of the basis
for
such cause, which, except as otherwise required by applicable law, shall be
limited to:
1. Any
willful breach of duty by Consultant; or
2. Any
material breach by Consultant of its obligations under this
Agreement.
V. Compensation
and Expenses.
A. Compensation.
As compensation for its services pursuant to this Agreement, Consultant shall
be
entitled to a maximum of three million (3,000,000) warrants to purchase a
maximum of three million (3,000,000) shares of QC1’s common stock. The warrants
shall be issued in accordance with the specific terms and conditions of the
Warrant Agreement to be entered into simultaneously with this Agreement. All
3,000,000 warrants and the 3,000,000 shares underlying the warrants will be
registered in a registration statement filed with the SEC as set forth in the
Registration Rights Agreement of even date herewith.
B. Vesting
of Warrants. Title and right to all 3,000,000 warrants shall vest in
Consultant’s name upon execution of this Agreement regardless of the occurrence
of any subsequent event, including, but not limited to, the cancellation of
this
Agreement for any reason by either Party.
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C. Non-Dilution
of Warrants and Underlying Securities. Each warrant representing the right
to
exercise the purchase of an underlying share of common stock of QC1, and each
share of underlying common treasury stock of QC1 reserved for such warrant,
shall maintain its relative percentage of QC1’s ownership in a 1:53,000,000
ratio regardless of any change in authorized stock subsequent hereto. This
non-dilution right shall be in effect for the two (2) year period following
the
effective date of this Agreement.
D. Expenses.
QC1 shall bear all investor relations and public relations expenses incurred
in
rendering Consultant’s duties in this Agreement, including the expenses of the
services set forth in section I.A.4.b. above, provided that Consultant’s
responsibility to bear the expenses of legal counsel shall cease upon QC1’s
execution of the Share Exchange Agreement, and except for the agreement for
Consultant to pay certain expenses in section I.A.4.c. above. QC1 shall at
all
times bear the cost of its accounting and auditing requirements under the
federal securities laws.
VI. Duties
and Obligations of QC1.
A. QC1
will
furnish to Consultant such current information and data as necessary for
Consultant to understand and base its advice to QC1, and will provide such
current information on a regular basis, including at a minimum:
1. Financial
Information: Current balance sheet, income statement, cash flow analysis and
sales projections; officers and directors’ résumés or curriculum vitae;
and,
2. Shareholder
Information: Shareholder(s) list; debenture or common or preferred stock or
option or warrant agreements which may affect the number of shares to be issued
or outstanding, provided that Consultant may not sell, transfer or use any
of
such information for any purpose other than performance of its obligations
under
this Agreement.
B. QC1
will
furnish Consultant with full and complete copies of all filings with all federal
and state securities agencies, with full and complete copies of all shareholder
reports and communications whether or not prepared with assistance of
Consultant; and with all data and information supplied to any analyst,
broker/dealer, market-maker, or any other member of the financial
community.
C. During
the term of this Agreement, QC1 will notify Consultant of any private or public
offering of its securities, including those registered with the Securities
Exchange Commission on Forms S-8 or pursuant to Regulations A, at least one
day
prior to the time they are filed, in order to permit Consultant to terminate
any
activities that would violate QC1’s obligations under the Securities Act to
refrain from public information related activities during any so called “quiet
periods.”
D. QC1
will
be responsible for advising Consultant of any information or facts which would
affect the accuracy of any prior data and information furnished to
Consultant.
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E. QC1
will
be responsible for the filing of a registration statement as agreed in the
Registration Rights Agreement to register the warrants and shares authorized
pursuant to this Agreement. Failure to file a registration statement will
subject QC1 to the liquidated damages provided in Section 3.4 of the
Registration Rights Agreement.
VII. Confidentiality.
A. Consultant
recognizes and acknowledges that it has and will have access to certain
confidential information and trade secrets of QC1 and its affiliates that are
the valuable, special and unique assets and property of QC1 and such
affiliates.
B. Consultant
will not, during the term of this Agreement or thereafter, disclose, without
the
prior written consent or authorization of QC1, any of such information to any
person, for any reason or purpose whatsoever.
C. In
this
regard, Consultant agrees that authorization or consent to disclose by QC1
may
be conditioned upon the disclosure being made pursuant to a secrecy agreement,
protection order, provision of statute, rule, regulation or procedure under
which the confidentiality of the information is maintained in the hands of
the
person to whom the information is to be disclosed or in compliance with the
terms of a judicial order or administrative process.
VIII. Conflict
of Interest.
A. Subject
to its obligation to maintain the confidentiality of QC1’s confidential or
proprietary information, Consultant will be free to perform services for other
persons.
B. 1. Consultant
will notify QC1 in writing of its intent to perform services for any other
person when doing so is reasonably possible to conflict with its obligations
under the Agreement.
2. Upon
receiving such notice, QC1 may terminate this Agreement or consent to
Consultant’s outside consulting activities.
IX. Disclaimer
of Responsibility for Acts of Other Party.
A. 1. The
obligations of Consultant described in this Agreement consist of the furnishing
of information and advice to QC1 in the form of services.
2. In
no
event will Consultant be required by this Agreement to represent or make
management decisions for QC1.
3. All
final
decisions with respect to acts and omissions of QC1 or any affiliates and
subsidiaries, will be those of QC1 or such affiliates and subsidiaries, and
Consultant will under no circumstances be liable for any expense incurred or
loss suffered by QC1 as a consequence of such acts or omissions.
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B. QC1
will
not be responsible for policing the actions of Consultant or its agents or
employees, whether or not related to the services provided under this Agreement
but instead, is relying on the directives in this Agreement that all actions
undertaken by Consultant or its agents or employees on behalf of QC1, whether
under this Agreement or otherwise, will be in full compliance with all
applicable laws and their implementing rules and regulations, as well as in
compliance with the legally recognized rights of third Parties, whether pursuant
to specific codes, statutes or common law. Consequently, QC1 shall not be
responsible to anyone for any expense incurred or loss suffered by it as a
consequence of any acts or omissions by Consultant or its agents or
employees.
X. Indemnification.
A. QC1
will
protect, defend, indemnify and hold Consultant and its assigns and attorneys,
accountants, employees, officers and directors harmless from and against all
losses, liabilities, damages, judgments, claims, counterclaims, demands,
actions, proceedings, costs and expenses (including reasonable attorneys’ fees)
of every kind and character resulting from, relating to or arising out of (a)
the inaccuracy, non-fulfillment or breach of any representation, warranty,
covenant or agreement made by QC1; or (b) any legal action, including any
counterclaim, based on any representation, warranty, covenant or agreement
made
by QC1 herein; or (c) gross negligence or willful misconduct by
QC1.
B. Consultant
will protect, defend, indemnify and hold harmless QC1 and its assigns and
attorneys, accountants, employees, officers and directors harmless from and
against all losses, liabilities, damages, judgments, claims, counterclaims,
demands, actions, proceedings, costs and expenses (including reasonable
attorneys’ fees) of every kind and character resulting from, relating to or
arising out of (a) the inaccuracy, non-fulfillment or breach of any
representation, warranty, covenant or agreement made by Consultant; or (b)
any
legal action, including any counterclaim, based on any representation, warranty,
covenant or agreement made by Consultant herein or (c) gross negligence or
willful misconduct by Consultant.
XI. Notices.
A. All
notices, consents, waivers, or other communications which are required or
permitted hereunder shall be in writing and deemed to have been duly given
if
delivered personally or by messenger, transmitted by telex or telegram, by
express courier, or sent by registered or certified mail, return receipt
requested, postage prepaid. All communications shall be addressed to the
appropriate address of each party as follows:
|
If
to QC1:
|
If
to Coast To Coast Equity Group, Inc.:
|
|
Attention:
Xxxxx X. Brothers
|
Attention:
Xxxxxxx X. Xxxxxxx
|
|
000
Xxxxx Xxxxxx
|
0000
Xxxx Xxxxxx Xxxxxxx
|
|
Xxxx
xx Xxxxxxx, XX 00000
|
Xxxxxxxxx,
XX 00000
|
B. For
purposes of notice, the address of each Party will be the address first set
forth above; provided, however, that each Party will have the right to change
its respective address for notices hereunder to another location by giving
ten
(10) days advance written notice to the other Party in the manner set forth
above.
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C. All
such
notices shall be deemed to have been given on the date delivered, transmitted,
or mailed in the manner provided above.
XII. Miscellaneous
Provisions.
A. Any
waiver by either Party of a breach of any provision of this Agreement by the
other Party will not operate or be construed as a waiver of any subsequent
breach by any Party.
B. This
Agreement and the rights and obligations of Consultant hereunder may not be
assigned without the written consent of the other Party.
C. It
is the
intention of the Parties that:
1. This
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with the laws of the State of Florida,
other than those pertaining to conflict of law.
2. In
any
action, special proceeding or other proceeding that may be brought arising
out
of, in connection with or by reason of this Agreement, the laws of the State
of
Florida, other than those pertaining to conflict of law, will be applicable
and
will govern to the exclusion of the law of any other forum, without regard
to
the jurisdiction on which any action or special proceeding may be
instituted.
D. All
agreements and covenants contained herein are severable and in the event any
of
them will be held to be invalid by any competent court, the Agreement will
be
interpreted as if such invalid agreements or covenants were not contained herein
and the court will be, and is hereby authorized by the Parties, to craft such
alternative legally enforceable provision in place of the one deemed
unenforceable as will most closely reflect the inferred intent of the
Parties.
E. This
Agreement constitutes and embodies the entire understanding and agreement of
the
Parties and supersedes and replaces all prior understandings, agreements and
negotiations between the Parties.
F. 1. Any
waiver, alteration, or modification of any of the provisions of this Agreement
will be valid only if made in writing and signed by the Parties.
2. Each
Party hereto, may waive any of its rights hereunder without effecting a waiver
with respect to any subsequent occurrences or transactions hereof.
G. Any
controversy between the Parties involving any dispute or claim by, through
or
under, or the construction or application of any terms, covenants, or conditions
of, this Agreement will, to the extent permitted by law, be held in the State
of
Florida, and all of the Parties executing this Agreement consent to the
jurisdiction of such courts and shall not commence any action relating to this
Agreement in any other jurisdiction.
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H. 1. This
Agreement may be executed simultaneously in two or more counterparts, each
of
which will be deemed an original, but all of which taken together will
constitute one and the same instrument.
2. a. Execution
and delivery of this Agreement by exchange of facsimile copies bearing the
facsimile signature of a Party hereto will constitute a valid and binding
execution and delivery of this Agreement by such Party.
b. Such
facsimile copies will constitute enforceable original documents.
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IN
WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement,
effective
as of the date set forth above.
QUETZAL
CAPITAL 1, INC.
By:
/s/ Xxxxx X. Brothers, President
Xxxxx
X.
Brothers, President
COAST
TO
COAST EQUITY GROUP, INC.
By:
/s/ Xxxxxxx X. Xxxxxxx, President
Xxxxxxx
X. Xxxxxxx, President
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