EXHIBIT 10.5
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made as of the 1st day of
May, 1999 by and between Xxxxxx X. Xxxxxx (the "Consultant"), and
xxxxxxxxxx.xxx, inc. (the "Company").
WITNESSETH:
WHEREAS, the Company desires to obtain the benefit of the services
of the Consultant, and the Consultant desires to render such services on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Term: Subject to the provisions hereinafter set forth, the Company hereby
retains the Consultant and the Consultant hereby accepts its retention for
a term commencing as of the date hereof and terminating one (1) year from
the date hereof (the "Term").
2. Scope: During the Term, the Consultant shall consult with and render
advice to the Company concerning the business operations, organization,
management, strategic planning, marketing, products and services,
acquisitions, mergers and related financial requirements as the Company
may, from time to time, desire during the Term of this Agreement. All
final decisions with respect to areas as to which the Consultant has
rendered advice to the Company are decisions of the Company and the
Consultant shall have no liability or responsibility therefor. The
Consultant shall render such services to the best of its ability and shall
use its best efforts to promote the interests of the Company.
3. Compensation: As compensation for the services to be rendered by the
Consultant during the Term, the Company will pay, or cause to be paid, to
the Consultant, and the Consultant will accept, a fee of $4,000.00 per
month (the "Monthly Fee"). One-half (1/2) of the Monthly Fee shall be paid
to Consultant, in arrears, prior to the fifth (5th) day of each month
during the Term. The remaining one-half (1/2) of the Monthly Fee shall be
accrued by the Company and shall be payable only upon the mutual agreement
of the Company and Consultant. In addition to the Monthly Fee, the Company
shall cause to be issued to the Consultant a ten year option to purchase
up to 30,000 shares of the Company's common stock at an initial exercise
price of $1.00 per share which option shall be fully vested upon grant. It
is expressly understood that Consultant's fees earned hereunder are
separate and distinct from any fees paid to Consultant in his capacity as
a member of the board of directors of the Company. Inasmuch as the
Consultant is independent and not an employee of the Company, the
Consultant agrees to be responsible for all federal, state and local taxes
with respect to its consulting fees.
4. Expenses: The Consultant shall be entitled to reimbursement by the Company
for reasonable expenses actually incurred by it on its behalf in the
course of its retention by the Company,
upon the presentation by the Consultant, from time to time, of an itemized
account of such expenditures, together with such vouchers and other
receipts as the Company may request.
5. Absence of Restrictions: The parties represent and warrant each to the
other that it is not a party to any agreement or contract to which there
is any restriction or limitation upon it entering into this Agreement or
performing the services called for by this Agreement.
6. Entire Agreement: This instrument contains the entire agreement of the
parties as to the subject matter hereof. It may not be changed orally, but
only by an Agreement in writing signed by the party against whom
enforcement of any waiver, change, modifications, extension or discharge
is sought.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
/s/ Xxxxxx X. Xxxxxx xxxxxxxxxx.xxx, inc.
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Xxxxxx X. Xxxxxx
By: /s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx, President
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