EXHIBIT 10.10
COMMONWEALTH PARTNERS RETAINER AGREEMENT
This agreement is made and entered into this 7th day of July, 1998 by and
between Commonwealth Partners of 000 Xxxxxxx Xxx. 00xx Xxxxx, Xxx Xxxx, XX
00000 and ARXA International, 000 Xxxxxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000.
WHEREAS, Commonwealth Partners, is a consulting firm with publicly traded
company contacts as well as certain oil and gas mergers and acquisition
target contacts;
WHEREAS, the Company is publicly held with its common stock trading on the
OTC Market;
WHEREAS, Commonwealth Partners will introduce potential qualified candidates
for merger or acquisitions;
WHEREAS, Commonwealth Partners is willing to accept the Company as a client;
NOW THEREFORE, in consideration of the mutual premises and covenants set
forth herein, it is agreed.
1. ENGAGEMENT: The Company hereby engages Commonwealth Partners to locate
possible candidates for acquisition or merger possibilities.
2. TERM: The services to be rendered under this Agreement shall commence upon
execution of the Agreement and shall continue for a period of (180) days,
this agreement shall be re-negotiated for another (180) days or longer.
3. TERMINATION: The Company may terminate this Agreement by providing
Commonwealth Partner with written notice of termination any time during the
term of this Agreement. Upon termination neither party shall have any
continuing duty on obligation whether financial or otherwise, to the other
party except those obligations as contained in paragraph 10, shall survive
the termination of this Agreement.
4. COMPENSATION AND EXPENSES: In consideration of the Services to be performed
by Commonwealth Partners, the Company agrees to pay Commonwealth Partners,
a retainer fee of 25,000 free trading shares of ARXA common stock plus
reasonable, approved, out of pocket expenses. In addition, should
Commonwealth identify appropriate merger or acquisition targets and ARXA
successfully consummates a merger or acquisition, ARXA will pay to
Commonwealth a negotiated finders fee.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The company hereby
represents warrants to Commonwealth Partners with each representation and
warranty being deemed to be material, that:
A) The execution and performance of this Agreement by the Company
has been duly authorized by the Board of Directors of the Company
in
accordance with applicable law, and, to the extent required, by
the requisite number of shareholders.
B) This performance by the Company of this Agreement will not
violate any applicable court decree, law or regulations, nor will
it violate any provisions of the organization documents of the
Company or any contractual obligation by which the Company may be
bound.
C) The Company will promptly deliver to Commonwealth Partners all
relevant materials, including, but not limited to corporate
reports, brochures, and similar documents;
D) The Company will promptly deliver to Commonwealth Partners a list
of names and addresses of all shareholders of the Company of
which it is aware.
E) The Company will promptly deliver to Commonwealth Partners a list
of brokers and market makers of the Company's securities which
have been following the Company.
F) All information the Company provides to Commonwealth Partners
shall be in all material respects true, accurate, complete and
not misleading; and
G) The Company will act diligently and promptly in reviewing
materials submitted to it by Commonwealth Partners to enhance
timely distribution of the materials and will inform Commonwealth
Partners in writing of any inaccuracies contained therein prior
to the projected publication date.
6. REPRESENTATIONS AND WARRANTIES OF COMMONWEALTH PARTNERS:
A) Commonwealth Partners is a partnership duly organized, validly
existing and in good standing under the laws of its jurisdiction
of organization;
B) Commonwealth Partners, has all the requisite corporate power and
authority to enter into this Agreement and to render the services
contemplated hereby;
C) The execution and delivery of this Agreement and services to be
performed hereunder have been duly authorized by all necessary
corporate action on the part of Commonwealth Partners, and;
D) The performance by Commonwealth Partners, of the Agreement will
not violate any applicable court decree, law or regulation, nor
will it violate any contractual obligation by which Commonwealth
Partners, may be bound.
7. DISCLAIMER: COMMONWEALTH PARTNERS; MAKES NO REPRESENTATION OR WARRANTY THAT
ITS SERVICES WILL RESULT IN AN ACQUISITION OR MERGER.
8. OWNERSHIP OF MATERIAL; COMPANY'S RIGHT TO REVIEW AND APPROVE; All rights
title and interest in and to materials to be provided by Commonwealth
Partners
in rendering its services under this Agreement shall be and remain the sole
and exclusive property of Commonwealth Partners.
9. NOTICES: All notices hereunder shall be in writing and addressed to the
party at the address set for herein, or at such other address as to which
notice pursuant to this paragraph may be given by personal delivery,
certified mail, express mail, or facsimile. Notices shall be deemed given
upon the earlier of actual receipt or two business days after being mailed
or delivered.
Notices shall be addressed to: Commonwealth Partners
000 Xxxxxxx Xxx. 00xx Xxxxx
Xxx Xxxx, XX 00000
Notices shall be addressed to: ARXA International Energy, Inc
000 Xxxxxxx Xxxxxxx Xx. Xxxxx 000
Xxxxxxx Xxxxx 00000
10. SEVERABILITY; If one or more of the provisions of this Agreement shall be
held invalid illegal, or unenforceable in any respect such provisions, to
the extent held invalid, illegal or unenforceable, and provided that such
provision is not essential to the transaction provided for this Agreement,
shall not affect any other provision contained herein, and this Agreement
shall be construed as if such provision had never been contained herein
AGREED TO THIS 7th DAY OF July 1998
COMMONWEALTH PARTNERS,
BY: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XX. XXXXXXX X. XXXXX
ARXA International Energy, Inc
BY: /s/ Xxxxx Xxxx
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MR. XXXXX XXXX, PRESIDENT
