CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is entered into this 8th day of
November 2001, by and between E-XXX, INC., a Nevada corporation (the "Company"),
and Xxxxx Xxxxxx ("Consultant").
1. Engagement of Consultant. The Company hereby engages Consultant to
-------------------------
assist the Company in marketing and product development.
2. Compensation. As total and complete compensation for his services
------------
provided herein, the Company shall issue to Consultant 225,000 shares ("Shares")
of the Company's restricted common stock ("Stock"), par value $.001 per share.
The consultant shall also receive 70,000 Stock options exercisable at the
average of the closing stock prices for the last week of November 2001 with said
option to expire 12 months form the date of issue and 70,000 Stock options
exercisable at the average of the closing stock prices for the last week of
December 2001with said option to expire 12 months form the date of issue.
3. Expenses. Company shall assume and shall be responsible for all
--------
expenses incurred by Consultant and shall be responsible for all disbursements
made in Consultant's activities. Except as otherwise specifically authorized by
the President of the Company in advance, in writing, Consultant shall not incur
on behalf of Company, and Company shall not have, any liability for any
expenses, costs, and disbursements of Consultant. Consultant shall indemnify
and hold Company harmless from and against any and all claims, actions, or
liability for any expenses, costs, and disbursements, including attorneys' fees,
of Consultant or its agents, servants, contractors, or employees.
4. Term of Agreement. This Agreement shall commence on the date first
------------------
set forth above and shall continue in full force and effect for a period of one
(1) year. Either party, at its option, may terminate this Agreement prior to
the expiration of such one (1)-year period by providing the other party written
notice of intent to terminate not less than thirty (30) days prior to the
effective date of termination. Notwithstanding the foregoing, the Company may
immediately terminate this Agreement if Consultant materially breaches an
obligation hereunder.
5. Relationship of the Parties; Consultant's Limitations of Authority.
-------------------------------------------------------------------
Except as otherwise specifically set forth in this Agreement, Consultant shall
have no authority to represent Company as an agent of Company. Consultant shall
have no authority to bind Company by any contract, representation,
understanding, act, or deed concerning Company. Except as otherwise
specifically set forth herein, neither the making of this Agreement nor the
performance of any part of the provisions hereof shall be construed to
constitute Consultant as an employee, agent or representative of Company for any
purpose, nor shall this Agreement be deemed to establish a joint venture or
partnership. Consultant, in all respects, shall be deemed an independent
contractor with respect to the performance by Consultant of its obligations
hereunder.
6. Assignment. Neither this Agreement nor any of the duties or
----------
obligations of Consultant herein may be voluntarily, involuntarily, directly, or
indirectly assigned, delegated, or otherwise transferred or encumbered by
Consultant without the prior, written approval of the Company. Any such
assignment, delegation, transfer, or encumbrance without such approval will be
void and will constitute a "material breach" of this Agreement entitling the
Company to terminate this Agreement immediately. A change in voting control of
Consultant shall be deemed an assignment of this Agreement. This Agreement is
fully assignable by the Company and shall inure to the benefit of any assignee
or other successor.
7. Miscellaneous Provisions.
-------------------------
7.1 Entire Agreement; Binding Effect. This Agreement constitutes
---------------------------------
the entire agreement between the parties with respect to the subject matter of
this Agreement and supersedes any prior agreements or understandings between the
parties. This Agreement shall be binding on and inure to the benefit of the
parties hereto and their respective successors and authorized assigns.
7.2. Modification. This Agreement may be modified only upon the
------------
execution of a written agreement signed by both of the parties.
7.3 Waivers. No failure on the part of either party hereto to
-------
exercise, and no delay in exercising, any right, power, or remedy hereunder
shall operate as a waiver thereof nor shall any single or partial exercise of
any right, power, or remedy hereunder preclude any other or further exercises
thereof or the exercise of any other right, power, or remedy.
7.4 Governing Law; Venue and Jurisdiction. This Agreement shall
---------------------------------------
be deemed to have been entered into in, and for all purposes shall be governed
by, the laws of the State of Florida, without regard to Florida's choice of law
decisions. The parties agree that any action brought by either party against
the other in any court, whether federal or state, shall be brought within Orange
County, Florida, in the applicable state and federal judicial districts and do
hereby waive all questions of personal jurisdiction or venue for the purpose or
carrying out this provision.
7.5 Attorneys' Fees. In the event of a dispute under this
----------------
Agreement, the non-prevailing party shall pay all of the prevailing party's
reasonable attorneys' fees and costs incurred in connection with any such
action, including post-judgment collection proceedings.
7.6 Severability. In the event that any provision of this
------------
Agreement, in whole or in part (or the application of any provision to a
specific situation), is held to be invalid or unenforceable by the final
judgment of a court of competent jurisdiction after appeal or the time for
appeal has expired, such invalidity shall be limited to such specific provision
or portion thereof (or to such situation), and this Agreement shall be construed
and applied in such manner as to minimize such unenforceability. This Agreement
shall otherwise remain in full force and effect.
7.7 Counterparts. This Agreement may be executed in two (2) or
------------
more counterparts, each of which shall be deemed an original, but all of which,
taken together, shall constitute one and the same instrument.
In witness whereof, the parties hereto have executed this Agreement as of
the date and year first above written.
"COMPANY"
E-XXX, INC.
By: /s/ Xxxx Xxxxxx
________________________
Xxxx Xxxxxx, President
"CONSULTANT"
/s/ Xxxxx Xxxxxx
_________________________________________
Xxxxx Xxxxxx
