Consulting Agreement dated July 9, 1996 between Phase-Out of America,
Inc. (the "Company") having an office at 000 Xxxxxxxx, Xxxxxxxx, Xxx Xxxx 00000
and Xxxxxxx X. Xxxxxxxx ("Xxxxxxxx"), having an address at 0000 Xxxxxxx Xxxxxxxx
-Xxxxx 000X, Xxxxxxx, XX 00000.
WHEREAS, the Company has effected a private placement of $500,000 of
securities (the "Placement") for the Company pursuant to that certain Securities
Purchase Agreement dated of even date hereof between the Company and certain
persons denominated "Buyers" therein;
WHEREAS, the Company wishes to retain Xxxxxxxx on the terms and
conditions hereinafter stated;
NOW, THEREFORE, the parties agree as follows:
1. The Company hereby engages Xxxxxxxx to render consulting services
to it commencing on the first day of the first month commencing after the
closing date of the Placement. The consulting services for the Company shall
include advice and assistance with respect to the Company's capital structure,
cash management and financing alternatives and business development, including
marketing.
2. The Company shall pay Xxxxxxxx (a) at the rate of $30,000 per annum
during 1996 and (b) at the rate of $60,000 per annum during 1997 and thereafter,
provided that such fees shall be accrued and not paid until the Company is
profitable. Subject to the foregoing, such fees shall be paid monthly on the
last business day of each month.
3. Xxxxxxxx shall also be entitled to reimbursement of expenses
incurred in connection with the performance of services hereunder in accordance
with policies established by the Company.
4. Consultant shall render services hereunder on a nonexclusive basis.
5. This Agreement shall have a term of five years.
6. This Agreement (i) constitutes the entire agreement between the
parties with respect to its subject matter, (ii) shall be governed by the laws
of the State of New York applicable to agreements made and to be wholly
performed in the State of New York, and (iii) may be changed only by a document
signed by both parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above stated.
PHASE-OUT of America, Inc.
By:/s/ ILLEGIBLE /s/Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
