EXHIBIT 10.4
CONTRACTING AGREEMENT
Contracting Agreement ("Agreement") is made this fourteenth day of May,
2009, by and between Xxxxxx Healthcare Solutions, Inc. ("DHS"), a Delaware
Corporation represented by Xx. X.X. Xxxxxx ("Xxxxxx"), its Chairman & principal
investor, and Xxxxxxx Associates LLC ("Xxxxxxx").
WITNESSETH:
WHEREAS, X.X. Xxxxxx is the Chairman & principal investor in DHS, and
understands the necessity of keeping the corporation's financial statement
simplified until DHS completes its first Private Placement financing; and
WHEREAS, Employment Agreements with officers cannot be entered upon for a
public company until a Compensation Committee of Independent Directors is
appointed, at a later stage of development of DHS; and
WHEREAS, Xxxxxxx Associates LLC is the primary operating and employment
contracting entity of Xx. Xxxxxx X. Xxxxxxx; and
WHEREAS, DHS is reliant upon Xxxxxxx to organize and execute the financial
engineering and pre-Private Placement business activities of DHS;
NOW, THEREFORE it is agreed between DHS and Xxxxxxx Associates LLC that
Xxxxxxx Associates LLC shall be retained for a period of not less than 6 months
to organize and execute a Private Placement on behalf of DHS, to include
providing outside legal representation, outside accounting representation,
investment banking advice, a corporate web-site and sales collateral, early
stage sales activities on behalf of DHS in DHS's agreed trade name, and salaries
of all corporate officers prior to their entering into an Employment Agreement
with DHS. Xxxxxxx will also bring the extensive relationships of Xxxxxx X.
Xxxxxxx into the benefit of DHS by identifying, negotiating with, and
contracting with various entrepreneurial companies in the healthcare services
arena to join DHS, providing DHS with a consolidated financial statement which
will ultimately merit a public listing. ` Xxxxxxx ' shall be paid a flat fee of
US$50,000 per month for 6 months from out of the purchase price of initial
shares detailed in Offer to Purchase Stock, to accomplish the execution of DHS's
Private Placement Plan. All expenses of DHS prior to the Private Placement, with
the exception of nominal bank fees, will be contracted for by Xxxxxxx, so as to
keep the Income Statement and Balance Sheet clean for a public offering.
By: /s/ XXXXXX X. XXXXXXX, PRES. /s/ X. X. XXXXXX
_________________________________ ______________________________________
Xxxxxx Healthcare Solutions, Inc. X. X. Xxxxxx, Individually as
Shareholder and Chairman of DHS
Board of Directors
Dated: May 22, 2009 Dated: May 14, 2009
/s/ XXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXX
________________________________________ __________________________________
Xxxxxx X. Xxxxxxx, as Shareholder Xxxxxxx Associates, LLC
and Member of DHS Board of Directors
Dated: May 22, 2009 Dated: May 22, 2009
/s/ XXXXX X. X. /s/ X. XXXXXXXXX
___________________________________ ______________________________________
Xxxxx Xxxxxxxxx, As Shareholder X. Xxxxxxxxx as Shareholder and
Director
Dated: May 14, 2009 Dated: May 14, 2009
AMENDMENT TO CONTRACTING AGREEMENT
This is an Amendment to the Contracting Agreement entered into between
Momentum Healthcare Services, Inc. ("Momentum") (formerly Xxxxxx Healthcare
Solutions, Inc.), a Delaware Corporation and Xxxxxxx Associates LLC ("Xxxxxxx
Associates") on May 14, 2009.
WITNESSETH:
WHEREAS the parties acknowledge that an extension of the contract and its
payments are appropriate in order to provide sufficient time to complete
Momentum's public offering according to the rules of the Securities & Exchange
Commission;
NOW, THEREFORE, it is agreed that the full-time services of Xxxxxx X.
Xxxxxxx will be extended for an additional three months; that Mr. Xxxx Xxxxx
will be compensated the sum of $15,000 by Xxxxxxx Associates LLC for services
rendered in support of the contract, in monthly increments of $2,500 per month,
beginning with September 2009; and the balance of payments due on the contract
shall be completed on the following schedule: $30,000 not later than October 15,
2009; $30,000 not later than November 15, 2009; $20,000 not later than December
15, 2009, and $20,000 not later than January 15, 2009. It is understood that
time is of the essence of this contract, requiring strict compliance from both
parties to the contract.
/s/ X. X. XXXXXX
__________________________________
Momentum Healthcare Services, Inc.
By X. X. Xxxxxx, Chairman
Dated: October 16, 2009
/s/ XXXXXX X. XXXXXXX
__________________________________
Xxxxxxx Associates LLC
By Xxxxxx X. Xxxxxxx
Dated: October 16, 2009
