CONSULTING AGREEMENT
This AGREEMENT is entered into ad of this 3`d day of March 1 999 by and
between
OREX GOLD MINES, IN C. (the 'Company"), a Delaware corporation, whose
address is 0000 Xxxxx xx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxx 00000;
and
XXXXX XXXXXX (the "Consultant'), whose address is P. O. Xxx 000,_
Xxxxxxxxxx Xxxxxx, XX 00000.
WITNESSETH
WHEREAS, the Consultant provides management consulting services to private
and publicly traded companies; and
WHEREAS, the Company, a Delaware corporation, distributes environmentally
safe cleaning products in the domestic and international markets; and
WHEREAS, the Company desires to engage the services of Consultant to aid
and assist the Company in the planning and development of its business and
future plans; and
WHEREAS, the Consultant has certain technical and managerial expertise in
the evaluation of potential business opportunities, implementation of various
projects of the nature and type contemplated by the Company in its future
expansion.
NOW THEREFORE, the Company and the Consultant agree as follows:
1. Consulting Services: The Company hereby retains and hires Consultant
and Consultant hereby agrees to render at the request of the Company,
independent advisory and consulting services to assist the Company's
management in finding and evaluating business projects and negotiating
and implementing its proposed business and financial plans in
accordance with the goals, aims and restrictions of the Company.
Consultants services shall include but not be limited to: (a) a review
and evaluation of the Company's present operations; (b) the
preparation of a corporate business and marketing plan for the Company
which would include short and long term strategies, sales and
marketing plans, financial cash flow analyses and recommendations; (c)
providing advise to the Company regarding the organization and
presentation of information pertaining to the Company. Consultant
agrees to assist the Company in all such matters, act on behalf of the
Company when so requested and otherwise render such advice and
assistance to the Board of Directors. As part of such services,
Consultant shall, upon request of the Company, recommend such
additional professionals as may be reasonably required to adequately
perform such assignments to the satisfaction of the Company.
2. Term: The term of this Agreement shall commence on the date hereof and
shall continue for a one (1) year term, and thereafter, until
terminated by either party on thirty (30) days written notice to the
other party for any reason.
3. Compensation: The Company shall compensate Consultant with 8,000,000
trading shares of its common stock for services rendered by Consultant
to Company. Upon execution of this Agreement, delivery of the stock
shall be made to Consultant. All additional payments shall be deemed
to have been issued as an additional consulting fee earned by
Consultant in connection with the services provided and to be provided
hereunder.
4. Non-Disclosure: The Consultant shall not discuss or appropriate for
its own use, or for the use of any third party, at any time xxxx the
term of the Agreement, any secret or confidential information of the
Company or any of the Company's affiliates or subsidiaries of which
Consultant becomes informed during such period, whether or not
developed by Consultant, including but not limited to, information
pertaining to customer lists services, methods, processes and
operating procedures, except as required in connection with
Consultant's performance of the Agreement or as required by a
governmental entity.
5. Indemnification: The Company shall hold Consultant harmless from all
matters, claims, liabilities, costs and expenses (including reasonable
attorney's fees) arising from the Consultant's acts or omissions under
this Agreement.
6. Notices: All notices or other communications provided for by this
Agreement shall be made in writing and shall be deemed properly
delivered when (a) delivered personally, or (b) by the mailing of such
notice to the parties entitled thereto, registered or certified mail,
postage prepaid to the parties as the addresses set forth above.
7. Entire Agreement: This Agreement contains the entire agreement between
the parties hereto and supersedes all prior contemporaneous
agreements, arrangements, negotiations and understandings between the
parties hereto, relating to the subject matter hereof. There are no
other understandings, statements, promises or inducements, oral or
otherwise, contrary to the terms of this Agreement. No
representations, warranties, covenants or conditions expressed or
implied, whether by statute or otherwise, other then set forth herein
have been made by any party hereto. No waiver of any item, provision
or condition of this Agreement, whether by conduct or otherwise, in
any one or more instances, shall be deemed to be, or shall constitute,
a waiver of any other provision hereof, whether or not similar, not
shall such waiver constitute a continuing waiver, and no waiver shall
be binding unless executed in writing by the party making the waiver.
8. Governing Law, Forum, Attorney Fees: The validity of this Agreement
and the interpretation and performance of all its terms shall be
governed by the substantive laws of the State of New York. The parties
hereto agree that any suit, action or proceeding arising out of or
relating to this Agreement shall be submitted to the New York State
Supreme Court, Nassau County for determination pursuant to the New
York Simplified Procedure for Court Determination of Disputes and each
party waives any objection to the laying of the venue of such suit and
irrevocably submits to the jurisdiction of such Court. If any legal
action or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach or default in
connection with any of the provisions of this Agreement, the
successful or prevailing party shall be entitled to recover reasonable
attorney fees incurred in this action or proceeding in addition to any
other relief to which it may be entitled.
9. Termination: In the event that either party violates any of the
provisions of this Agreement, the other party may, in its sole and
absolute discretion, terminate this Agreement upon thirty (30) days
prior written notice of such breach and this Agreement shall terminate
thirty t30) days following the giving of such notice if the breach of
the terms of this Agreement is not cured within such time.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its corporate officer thereunto duly authorized, and the consultant has signed
this Agreement, all as of the date first written a bone.
OREX GOLD MINES, INC.
/s/
Xxxxxx Xxxxxxxxxx, President
CONSULTANT
/s/
Xxxxx Xxxxxx
