CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into between Cal Bay International,
Inc., a Nevada Corporation (the "Company"), and Xxxxxxx X. Xxxxxx, III, (the
"Consultant"), effective this 2nd day of February, 2004.
WITNESSETH:
WHEREAS, the Company desires to retain the services of the Consultant and
the Consultant desires to provide services to the Company upon the terms and
conditions provided herein.
NOW, THEREFORE, in consideration of the premise and the covenants
hereinafter contained, the parties agree as follows:
1. CONSULTING SERVICES. The Consultant agrees to provide consulting services
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to the Company during the term of this Agreement. The nature of services to
be Provided include:
i. Business consulting and investor relation services
2. EXTENT OF SERVICES. The Consultant shall personally provide the consulting
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services Described herein. The Company understands that the nature of the
services to be provided are part time and that the Consultant will be
engaged in other business and consulting activities during the term of this
Agreement.
3. TERM. The term of this Agreement shall commence as of the date hereof and
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shall Continue through February 2, 2005, unless sooner terminated as
provided herein.
4. CONSIDERATION. In consideration of the execution of the Agreement, and the
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performance of his obligations hereunder, the Consultant shall receive a
fee of 750,000 registered common shares of the Company.
5. EXPENSES. The Company shall pay or reimburse the Consultant for all
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reasonable travel, business and miscellaneous expenses incurred by the
Consultant in performing its duties under this Agreement, subject to prior
approval.
6. STATUS. Except as otherwise may be agreed, the Consultant shall at all
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times be in an independent contractor, rather than a co-venturer, agent,
employee or representative of the Company.
7. NOTICES. Any notice required or desired to be given under this Agreement
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shall be in writing and shall be deemed given when personally delivered or
sent by certified or registered mail or overnight courier to the following
addresses, or such other address as to which one part may have notified the
other in such manner.
If to the Company: Cal Bay International, Inc.
Attn: Xxxxxx Xxxxxxxx
0000 Xxxxxxx Xxxx, Xxxxx X
Xxxxxx, XX 00000
If to the Consultant: Xxxx Xxxxxx
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
8. APPLICABLE LAW. The validity, interpretation and performance of this
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Agreement shall be controlled by and construed under the laws of the State
of Nevada without regard to its conflict of law provisions.
9. BINDING EFFECT. This Agreement shall be binding upon the parties and their
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respective personal representatives, successors, and assigns.
10. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the
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parties with respect to its subject matter. It may not be changed orally
but only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
IN WITNESS WHEREOF, each of the parties has executed this Agreement on the date
first above written.
CAL BAY INTERNATIONAL, INC.
BY:/S/ Xxxxxx Xxxxxxxx
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XXXXXX XXXXXXXX, PRESIDENT
BY:/S/ XXXXXXX X. XXXXXX, III
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XXXXXXX X. XXXXXX, III, CONSULTANT
