CONSULTING SERVICES AGREEMENT
THIS
CONSULTING SERVICES AGREEMENT (the “Agreement”) is entered into on November 15,
2007 between Xxxxxx Laser Inc. (LLSR) (“Company”) and Xxxxxx Xxxx, having its
principal address at 00000 Xxxx Xxxxxx Xx., Xxxxxxxxx XX 00000
(“Consultant”).
WHEREAS,
the Company desires to retain the services of Consultant as described herein and
Consultant desires to provide such services for the consideration set forth
below and for such other mutual promises and consideration received the Company
and Consultant hereby enter into this Agreement as follows:
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1.
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Services. The
Company retains Consultant to render to the Company the following services
(the “Services”):
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a)
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Consultant
will provide advisory and consulting services to the Company in
conjunction with the development of the Company’s marketing plan, business
plan and goals. Consultant will also utilize xxxxxxxxxxxxx.xxx
and any other media portal at their
disposal.
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b)
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Consultant
shall provide advisory and consulting services alternatives for maximizing
the Company’s exposure to, and penetration of, its target
market.
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c)
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In
consultation with the Company, Consultant shall schedule and arrange
meetings and conferences, in person, by telephone, or other media, for the
Company’s representatives and such third parties as the Consultant
believes will further the purposes of this Agreement. Said
meetings and conferences shall be with representatives of potential
strategic partners of the Company, marketing and media representatives and
representatives of investment and banking advisory
services.
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d)
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It
is expressly agreed herein that the Company shall be responsible for all
reasonable costs and necessary expenses incurred by Consultant, including
travel, mileage, duplicating and communication expenses. The
Company shall reimburse Consultant for all such expenses with thirty (30)
days, subject to submission by Consultant of reasonably satisfactory
documentation. Consultant shall be required to receive prior
written approval from the Company’s Chief Financial Officer or a member of
the Board.
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2.
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Compensation. As
consideration for Consultant’s performance of the Services, the Company
agrees to issue to Ice Cold Stocks in the name of Var Growth Corp., Three
million Five hundred thousand (3,500,000) shares of the Company’s
restricted common stock upon the signing of this
contract. Further, if requested by Consultant or nominee, the
Company shall at its sole expense, provide Consultant with a written legal
opinion regarding the tradability of such stock upon the termination of
the period of restriction. The Company and Consultant agree to
the following:
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Consulting Agreement 001
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(i)
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The
following legend (or a legend substantially in the following form) shall
be placed on certificates representing the Shares issued pursuant to this
Section 2:
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THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,
OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS (A) THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES
STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES,
OR (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF
THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THIS CORPORATION) STATING
THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION
OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION.
Additionally,
the Consultant understands that at the present time Rule 144 promulgated under
the Securities Act may not be relied upon for the resale or distribution of the
securities issued pursuant to this Section 2, except and unless as to Rule
144(k) should Rule 144(k) become applicable to the Consultant, because the
Company does not file current or periodic reports with the Securities and
Exchange Commission or make information about the Company publicly
available. Moreover, there can be no assurance that the Company will
in the future file such reports or make publicly available such
information.
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3.
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Term and
Termination. Subject to earlier termination, the term of
this agreement shall begin on the date set forth above and will continue
in full force and effect for a period of twelve (12)
months. Thereafter, the parties may renew this Agreement upon
mutually agreeable terms. Upon any termination or expiration of
this Agreement, Company shall pay all unpaid and outstanding fees, through
the effective date of termination or expiration of this Agreement. And
upon such termination, Consultant shall provide and deliver to Company any
and all outstanding Services due through the effective date of this
Agreement. Termination by either party shall not result in the
forfeiture by Consultant of the Shares or right to a written legal opinion
regarding the tradability of the
Shares.
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4.
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Independent Contractor
Status. The parties agree and acknowledge that that this
Agreement shall not be construed so as to make either an employee of the
other and neither party shall hold themselves out as
such. Neither party shall i) have the authority bind the other
to any contract, agreement, nor indenture; ii) be liable to any third
party for the acts of the other; nor iii) accept service of process for
the other.
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5.
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Confidential
Information. It is agreed by the parties that Consultant
may have access to, have disclosed to it, or otherwise obtain Confidential
Information about the Company. “Confidential Information” shall mean
confidential, non-public or other proprietary information including,
without limitation, letters addressed from the Securities and Exchange
Commission to the Company, trade secrets, technical information, including
algorithms, code, data, designs, documentation, drawings, formulae,
hardware, know-how, ideas, inventions, whether patentable or not,
photographs, plans, procedures, processes, reports, research, samples,
sketches, software, specifications, business information, including
customer and distributor names, marketing information, operations, plans,
products, financial information, including pricing and other confidential
information that is disclosed under the terms of this Agreement by the
Company or the Consultant. Consultant shall not disclose to, or
use for the benefit of, any third party, Confidential Information it
receives without the prior written consent of the
Company. Information shall not be considered Confidential
Information if such information is i) already known to Consultant at the
time it is obtained, ii) subsequently learned from an independent third
party; or iii) available publicly.
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6.
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Confidentiality of
Agreement. The parties shall not disclose to any third
person or entity, any portion of this Agreement except as necessary for
the Consultant to provide the Services set forth in Section 1
herein. Neither party shall disclose the existence or terms of
this Agreement without first obtaining prior written approval of the other
party which approval may be withheld by Consultant for any
reason. Neither party shall use the other’s name, logo,
trademarks, or service marks in any advertising, publicity releases, or
any other materials without that party’s prior written approval, which
shall not be unreasonably withheld by the Company if Consultant determines
such use to be consistent with the performance of its Services described
herein.
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7.
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Best
Efforts. The parties agree that Consultant will utilize
its best efforts to provide the Services set forth in Section 1
above. The Company acknowledges and accepts that Consultant
does not and cannot promise or guarantee that any specific result can or
will be achieved by the Consultant as a result of its performance of the
Services set forth herein.
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8.
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Assignment. This
Agreement shall be assigned to and inure to the benefit of, and be binding
upon, any successor to substantially all of the assets and business of the
Company as a going concern, whether by merger, consolidation, liquidation
or sale of substantially all of the assets of the Company or
otherwise. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company to
assume expressly and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform as if
no such succession had taken place; and, as used in this Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor
to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise; provided that
for purposes of Section 8 hereof, the term “Company” shall mean the
Company as hereinbefore defined and any such transaction in which this
Agreement is assigned to a successor may not expand or enlarge the scope
of restrictions applicable to Consultant pursuant to this
Agreement. Consultant understands and agrees, however, that
this Agreement is exclusive and personal to him only, and, as such, he
will neither assign nor subcontract all or part of his undertaking(s) or
obligation(s) under the terms of this
Agreement.
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9.
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Suit/Jurisdiction. The
parties agree that any and all disputes rising out of or relating to this
Agreement shall be submitted to the American Arbitration Association
(“AAA”) for binding and final resolution in accordance with the rules of
the AAA. The parties further agree that such arbitration shall
take place in California, as up to Consultant’s sole
discretion. Notwithstanding the foregoing, the parties shall
each retain the right to seek injunctive or equitable relief for any
actual or threatened breach of Sections 5 and 6 of this
Agreement. In the event either party exercises its right to
seek injunctive or equitable relief, it shall do so in a court of
competent jurisdiction in the State of California or such other
jurisdiction as Consultant in its sole discretion shall
choose. The choice of law shall be the law of the State of
California. Without limitation of the foregoing, each party
acknowledges that it hereby waives the right to have disputes rising out
of or relating to this Agreement resolved by jury
trial.
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10.
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Interpretation of
Agreement. This Agreement shall be interpreted in
accordance plain meaning of its terms and under the laws of the State of
California.
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11.
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Contents of Agreement
and Amendments. This Agreement set forth the entire
agreement of the parties. No amendment or modification to this
Agreement shall be binding unless in writing and signed by both
parties.
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12.
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Counterparts; Delivery
by Facsimile. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Delivery of this
Agreement may be affected by
facsimile.
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IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date and year first written above.
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CONSULTANT:
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COMPANY:
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Ice
Cold Stocks
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Xxxxxx
Laser Inc. (LLSR)
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/s/ Xxxx
Xxxxx
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Print
Name: Xxxxxx Xxxx
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Print
Name: Xxxx Xxxxx
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Title:
President
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Title:
President & CEO
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Dated:
11/15/2007
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Dated:11/15/2006
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