EXHIBIT 10.1
AGREEMENT FOR PROFESSIONAL ADVISORY SERVICES;
RETAINER COMMITMENT AND LONG TERM SERVICES INTENT DECLARATION; XXXXXX PRESSURE
TREATED FOREST PRODUCTS INC. & SOURCE MANAGEMENT SERVICES
This agreement is made effective as of January 7, 1997, by and between Xxxxxx
Pressure Treated Forest Products Inc. (the "Company"), 0000 00xx XX. X.X #000,
Xxxxxxxxxx X.X. 00000 and Source Management Services, X.X. Xxx 000 Xxxxxxxx Xx.,
00000, (the "Project Advisor or Advisor").
The Project Advisor has a background in Securities Underwriting, Merchant
Banking and Business Management, and is willing to provide the services based on
his background. The Company desires to have the services of the Project Advisor.
Therefore the parties agree as follows:
1. Description of Services:
General;
The project advisor will oversee the general activities OF the company on a day
to day basis. The advisor will focus on the development and execution of the
business plan in general which calls for the company to align itself by pact or
joint venture with larger more established organizations in the industry in AN
attempt to move from a production based supplier to A broker based supplier of
finished goods,
Acquisition/Merger/Offering,
The Project Advisor WILL assist in the arrangement OF required audits for the
preparation of a registration statement, oversee and prepare all documentation
for a 505 and/or a 506 private placement, prepare all filings for a listing on
the Over the Counter Exchange, expand the current registration to execute A
public offering and apply for a NASDAQ listing that will facilitate
acquisitions.
2. Authority to bind legally and contractually obligate the company;
It is agreed by all patties of this contract including all Board of Directors
and Managers of the company that the Advisor has the authority to act on behalf
and legally bind and contractually obligate the company to any and all
contracts, that in his sole discretion, are necessary and are interest of the
pursuit of the company's business plan.
3. PAYMENT;
The Advisor shall receive payment for the year of 1997 at a rate of
S1,80O.00/month, 1998 at a rate of $150.00/hr or $6,800.00/month which ever is
greater, in 1999 the rate will increase to $150.00/hr or $10,000.00/ month which
ever is greater, and in 2000 the rate will increase to $150.00/hr or
$17,500.O0/month, which ever is greater at which point the rate of compensation
shall remain the same for the duration of the contract relationship unless
otherwise renegotiated and accepted by the Advisor. Further compensation will be
in the form of a bonus of 5% of the outstanding shares of the Company's common
stock as calculated at the time the company begins to trade on any stock
exchange.
4. Expense Reimbursement;
The Advisor shall be entitled to reimbursement from the company for all out of
pocket expenses.
5. SUPPORT Services
The company will provide or reimburse the Advisor for all cost related to
support services, including but not limited to office space, secretarial
services, postage, document reproduction, legal fees, and rent.
6. TERMINATION;
This agreement shall terminate 7 years from its execution. Early termination of
the contract shall require two-thirds vote of the outstanding shares of the
company as calculated at the time that the motion to terminate the agreement is
carried by the existing Board of Directors.
7. Notices;
All notices required or permitted under this agreement shall, unless changed by
written notification, be delivered in writing to;
COMPANY;
Xxxxxx Pressure Treated Forest Products mc;
0000 00xx Xx. XX. #300
Washington D.20037
Source Management Services
X.X.Xxx 000
Xxxxxxxx Xx. 00000
8. 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 writings or oral agreements between the
parties
9. Amendments;
This agreement may be modified or amended if the agreement is made in writing
and agreed to by both parties.
10. SEVERABILITY;
If any provisions of this agreement shall be held to be invalid or unenforceable
for any reason, the remaining provisions shall continue to be valid and
enforceable. This agreement shall survive all changes of authority and positions
of office selection and resignation. If a court finds that any provision
of this agreement is invalid or unenforceable, but that by limiting such
provision it would become valid or enforceable, then such provision shall be
deemed to be written, construed and enforced as so limited.
11. WAIVER OF CONTRACTUAL RIGHTS;
The failure of either party to enforce any provision of this agreement shall not
be construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this agreement.
12. Applicable Law.
This agreement shall be governed by the laws of the state of Maryland.
Xxxxxx Pressure Treated Forest Products Inc.
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Director and President
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Shareholder
Source Management Services, Inc.
/s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx 1/7/97
