CONSULTING AGREEMENT
This Agreement is made effective as of September 14, 2000, by and between
Cryocon, Inc., of 0000 X. 0000 X., Xxxxx, Xxxx 00000, and Xxxxxx Xxxxxx, of 000
X. Xxxxx Xxxx 000 Xxxxx 0000, Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000.
In this Agreement, the party who is contracting to receive services shall be
referred to as "CRYQ", and the party who will be providing the services shall be
referred to as "Xxxxxx Xxxxxx".
Xxxxxx Xxxxxx has a background in Consulting, Database Network and is willing to
provide services to CRYQ based on this background.
CRYQ desires to have services provided by Xxxxxx Xxxxxx.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on September 14, 2000, Xxxxxx Xxxxxx will
provide the following services (collectively, the "Services"): Full service
consulting, assisting public companies growing and developing their business. We
do this utilizing our expertise in this area and our extensive database network.
We will use our database network with over 20 million names, which will run 24
hours a day 6 days a week reaching over 129,000 people per day.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed
and the specific hours to be worked by Xxxxxx Xxxxxx shall be determined by
Xxxxxx Xxxxxx. CRYQ will rely on Xxxxxx Xxxxxx to work as many hours as may be
reasonably necessary to fulfill Xxxxxx Xxxxxx'x obligations under this
Agreement.
3. PAYMENT. CRYQ will pay a fee to Xxxxxx Xxxxxx for the Services in the amount
of $150,000.00. This fee shall by payable in a lump sum of 45,000 shares of free
trading CRYQ stock.
4. EXPENSE REIMBURSEMENT. Xxxxxx Xxxxxx shall pay all "out-of-pocket" expenses,
and shall not be entitled to reimbursement from CRYQ.
5. SUPPORT SERVICES. CRYQ will not provide support services, including office
space and secretarial services, for the benefit of Xxxxxx Xxxxxx.
6. TERM/TERMINATION. This Agreement shall be effective for a period of 6 months
after signing date of this agreement and completion of the 20,000,000 names.
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7. RELATIONSHIP OF PARTIES. It is understood by the parties that Xxxxxx Xxxxxx
is an independent contractor with respect to CRYQ, and not an employee of CRYQ.
CRYQ will not provide fringe benefits, including health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of Xxxxxx Xxxxxx.
8. RETURN OF RECORDS. Upon termination of this Agreement, Xxxxxx Xxxxxx shall
deliver all records, notes, data, memoranda, models, and equipment of any nature
that are in Xxxxxx Xxxxxx'x possession or under Xxxxxx Xxxxxx'x control and that
are CRYQ's property or relate to CRYQ's business.
9. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, addressed as follows:
IF for CRYQ:
Cryocon, Inc.
X. X. Xxxxxxx
President
0000 X. 0000 X.
Xxxxx, Xxxx 00000
IF for Xxxxxx Xxxxxx:
Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
CEO
000 X. Xxxxx Xxxx 000 Xxxxx 0000
Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
10. ENTIRE AGREEMENT. This agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
11. AMENDMENT. This agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
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12. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
13.WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver of limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
14. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
Florida.
Party receiving services:
Cryocon, Inc.
By: _/s/ Xxxxxx X. Xxxxxxx
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X. X. Xxxxxxx
President
Party providing services:
Xxxxxx Xxxxxx
By: _/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
CEO
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