Exhibit 10.2
CONSULTING AGREEMENT
This Consulting Agreement (the "AGREEMENT"), dated as of the 2nd day of April,
2005 (the "COMMENCEMENT DATE"), by and between Execute Sports, Inc. (the
"COMPANY") and Xxxxx Capital (the "CONSULTANT").
RECITALS
WHEREAS, the Company desires to retain the Consultant to provide such
consultation and advisory services as the Company may require from time to time
as set forth herein and the Consultant is willing to be retained by the Company
to provide such services to the Company, all in accordance with the terms and
conditions set forth below.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants hereinafter contained, the parties hereto hereby agree as follows:
1. RETENTION OF CONSULTANT.
The Company hereby retains the Consultant to assist the Company with its
organization growth, providing guidance and advice in the areas of
acquisitions, financing, management efficiency, and strategic relationship
and such additional services as the President of the Company may
reasonably request, in connection with the Company's business
(collectively, the "SERVICES") and the Consultant hereby agrees to
provides to the Company the Services.
2. INDEPENDENT CONTRACTOR.
The Consultant is an independent contractor and shall not hold himself out
as an officer, director, employee or agent of the other party for any
purpose. The Consultant has not, nor should he represent himself as having
the right, power, or authority to create any contract or obligation,
express or implied, on behalf of, or in the name of, or binding on the
other party unless the other party shall give explicit prior written
consent thereto.
3. TERM.
The Consultant and the Company agree that the Consultant shall be retained
by the Company for a period commencing as of the date hereof (the
"COMMENCEMENT DATE") and concluding December 31, 2006, unless earlier
terminated in accordance by thirty (30) days prior written notice by
either party to the other party (the "TERM").
4. COMPENSATION.
In consideration of Consultant's agreement to make himself available to
render consulting services to the Company and as payment in full for all
Services rendered by the Consultant during the Term, the Company shall pay
to the Consultant, and the Consultant hereby shall accept, a consulting
fee, payable in shares of the Company's common stock as set forth in
subscription agreement attached hereto as Exhibit A.
5. DUTIES
(a) The Consultant agrees that, during the term hereof, he shall
make himself available, when and as reasonably requested by
the Company, to use his best efforts to assist the Company in
providing the Services.
(b) The Consultant shall be required to devote such time as is
reasonably necessary to provide the services requested
hereunder.
6. BINDING AGREEMENT; ASSIGNABILITY.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns;
provided, however, that the Consultant may not assign this Agreement
without prior written consent of the Company.
7. SEVERABILITY.
If any provisions of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
8. GOVERNING LAW.
This Agreement shall be governed by and construed under the laws of the
State of California, without regard to principles of conflicts of laws
thereof.
9. ENTIRE AGREEMENT; AMENDEMENT; WAIVER.
This Agreement embodies the entire understanding of the parties pertaining
to the subject matter hereof, and there are no other agreements (except
for the subscription agreement) , representations, understandings or
warranties between the parties relating to the subject matter of this
Agreement that are not set forth herein. This Agreement may be amended,
modified, supplemented or waived only by a written consent by both of the
parties hereto.
10. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all such counterparts together shall
constitute one and the same instrument.
11. HEADINGS.
The headings of sections herein are included solely for convenience of
reference and shall not control the meaning or interpretation of any of
the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the effective date above written.
CONSULTANT EXECUTE SPORTS, INC.
By: By:
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Name: Name: Xxx Xxxxxxx
Title: CEO and Chairman