CONSULTING AGREEMENT
This Agreement is made as of this February 5, 2002, by and between Nantucket
Industries, Inc. ("the Company"), a corporation duly organized and existing
under the laws of Delaware, with offices at 00 Xxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx, Xxx Xxxx 00000 and Westminster Holdings Ltd. ("the Consultant"), a
corporation duly organized and existing under the laws of New York, with offices
at 00 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx.
WHEREAS, the Company is engaged in the business of distributing and dispensing
custom hearing aids, and presently has its common stock quoted on the OTC
Bulletin Board.
WHEREAS, the Consultant provides management and business strategy consulting
services hereinafter listed.
WHEREAS, the Company wishes to retain the services of the Consultant on the
following terms and conditions:
1. The Company hereby retains the services of the Consultants for a period
of two (2) years terminating on February 4, 2004. In exchange for the Consulting
Services (as that term is defined herein), the Consultant shall receive
1,200,000 shares of the common stock of Nantucket Industries, Inc. Such shares
shall be restricted in accordance with Rule 144 of the 1933 Securities Act. In
addition, notwithstanding Rule 144, 600,000 of the 1,200,000 shares shall be
restricted for a two year period from the date of issuance. The parties agree
that the Company shall notify the transfer agent of such two year restriction.
Such shares shall not have any piggyback registration rights, demand or
otherwise, unless otherwise agreed to be the parties.
2. The Consultant shall, employing its best efforts, assist the Company by:
(a) providing management and acquisition strategy services;
(b) analyzing and assessing for the Company alternatives for raising
capital, including the use of private and public offerings of the securities of
the Company;
(c) providing the Company with recommendations, review of documents and
other advice relating to selection and potential engagement of legal counsel and
accountants;
(d) reviewing and advising the Company in regard to shareholder relations.
3. The Consultant shall be independent contractors and shall have no right
or authority to assume or create any obligations or responsibility, express or
implied, on behalf of or in the name of the Company, unless specifically
authorized in writing by the Company. No provision of this Agreement shall be
construed to preclude consultants from pursuing other consulting or design and
development projects.
4. The Consultant (including any person or entity acting for or on behalf
of the Consultant) shall not be liable for any mistakes of fact, errors of
judgment, for losses sustained by the Company or any subsidiary or for any acts
or omissions of any kind, unless caused by the negligence or intentional
misconduct of the Consultant or any person or entity acting for or on behalf of
the Consultant.
5. The Company and its present and future subsidiaries jointly and severally,
agree to indemnify and hold harmless the Consultant against any loss, claim,
damage or liability whatsoever, (including reasonable attorneys' fees and
expenses), to which such Indemnified Party may become subject as a result of
performing any act (or omitting to perform any act) contemplated to be performed
by the Consultant pursuant to this Agreement if such act or omission did not
violate the provisions of Section 4 of this Agreement. So long as the Company
has not provided counsel to the Indemnified Party in accordance with the terms
of this Agreement, the Company and its subsidiaries agree to reimburse the
defense of any action or investigation (including reasonable attorney's fees and
expenses), subject to any understanding from such Indemnified Party to repay the
Company or its subsidiaries if it is ultimately determined that such Indemnified
Party is not entitled to such indemnity. In case any action, suit or proceeding
shall be brought or threatened, in writing, against any Indemnified Party, it
shall notify the Company within twenty (20) days after the Indemnified Party
receives notice of such action, suit or such threat. The Company shall have the
right to appoint the Company's counsel to defend such action, suit or
proceeding, provided that such Indemnified
Party consents to such representation by such counsel, which consent shall not
be unreasonably withheld. In the event any counsel appointed by the Company
shall not be acceptable to such Indemnified Party, then the Company shall have
the right to appoint alternative counsel for such Indemnified Party reasonably
acceptable to such Indemnified Party, until such time as acceptable counsel can
be appointed. In any event, the Company shall, at its sole cost and expense, be
entitled to appoint counsel to appear and participate as co-counsel in the
defense thereof. The Indemnified Party, or its co-counsel, shall promptly supply
the Company's counsel with copies of all documents, pleadings and notices which
are filed, served or submitted in any of the aforementioned. No indemnified
Party shall enter into any settlement without the prior written consent of the
Company, which consent shall not be unreasonable withheld.
6. This Agreement shall be binding upon the Company and the Consultant and
their successors and assigns and shall supercede any prior agreement or
contracts between the parties and/or affiliates of the Consultant.
7. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the validity,
legality and enforceability of the remaining provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (ii) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid illegal
or unenforceable.
8. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both parties hereto. No waiver of any other
provisions hereof (whether or not similar) shall be binding unless executed in
writing by both parties hereto nor shall such waiver constitute a continuing
waiver.
9. This Agreement may be executed in one or more counterparts, each of which
shall for all purposes be deemed to be an original but all of which shall
constitute one and the same Agreement.
10. The Parties agree that should any dispute arise in the administration of
this Agreement, that the agreement shall be governed and construed by the Laws
of the State of New York.
11. This Agreement contains the entire agreement between the Parties with
respect to the consulting services to be provided to the Company by the
Consultant and supersedes any and all prior understandings, agreement or
correspondence between the Parties.
IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to
be signed by duly authorized representatives as of the day and year first above
written.
NANTUCKET INDUSTRIES, INC. WESTMINSTER HOLDINGS LTD.
BY: /s/ Xxxx X. Xxxxxxx BY: /s/
-------------------------------- --------------------------
XXXX X. XXXXXXX
President
