CONSULTING AGREEMENT
May 16, 2001
Saratoga Holdings I, Inc. ("SHI") a Texas Corporation, by this
agreement agrees to pay the sum of $10,000 per month for a period of not less
than twenty-four months to Xxxxxx X. Xxxxx ("Xxxxx"), Xxxxx agrees to provide
consulting services to the company that shall include all the day to day
administration of the company's business, the pursuit of new opportunities for
the company, and to identify, evaluate and consummate merger and acquisition
opportunities.
The effective date of the agreement is January 1, 2001 and terminates
on January 1, 2003.
Any and all obligations that have accrued at the termination of the
agreement shall bear interest at the rate of 10% per annum.
SHI agrees that at the sole discretion of Xxxxx that any and all unpaid
balance due to Xxxxx may be converted to common stock of SHI at an exchange rate
of a fair market price at the time of conversion determined by a qualified,
independent third party. In addition, SHI will use its best efforts to register
with the Securities and Exchange Commission of the United States any shares
issued to Xxxxx pursuant to this agreement.
Xxxxx agrees to defer any and all payment under this agreement until
such time SHI has the financial resources to fulfill its obligation under this
agreement or at which time Xxxxx elects to convert the obligation of SHI to
common stock of SHI pursuant to the agreement.
Sincerely,
Xxxxxx X. Xxxxx
Saratoga Holdings I, Inc.
Chairman/CEO
Agreed and Accepted
Xxxxxx X. Xxxxx
Individual
