CONSULTING AGREEMENT
This Consulting Agreement is entered into between Xxxxxxx Xxxxx and Auric
Enterprises, Inc.(Client), (the "Agreement") with reference to the
following facts.
Client has expressed a desire to enter into this Agreement with Xxxxxxx
Xxxxx for Xxxxxxx Xxxxx to provide consulting services through which
Client will become a publicly traded company (the "Services"). Xxxxxxx
Xxxxx is in the business of providing such services and desires to enter
into an Agreement with Client to provide such "Services". This Agreement
is for the purpose of defining the services provided and the rights and
responsibilities of both parties.
1. SERVICES PROVIDED BY Xxxxxxx Xxxxx.
3. Xxxxxxx Xxxxx will recommend a structure for Client's entry into the
public market. This structure will be approved by Client. The structure
will include distribution to shareholders, creditors, and other parties
and will include agreed upon capital formation requirements of Client.
4. Xxxxxxx Xxxxx will interact with Clients attorney for the
preparation of a 504 or similar offering prospectus. If requested,
Xxxxxxx Xxxxx will use its expertise and contacts to locate a suitable
securities attorney to represent client.
5. Xxxxxxx Xxxxx will, if requested, arrange to be provided, such
accounting services as necessary to complete audits of Client's books in
order to proceed with the preparation and filing of the registration.
6. Xxxxxxx Xxxxx will locate, if appropriate, suitable individuals to
serve as directors of Clients company. These directors will have relevant
experience either to Clients industry, accounting or public markets to
encourage market support for Clients stock.
7. Xxxxxxx Xxxxx will interact with Clients securities attorney for the
preparation and filing of a Registration Statement on Form SB2 with the
Securities and Exchange Commission (SEC). Securities to be registered in
said registration include the stock issued to Xxxxxxx Xxxxx, and other
such stock as agreed upon by both parties.
8. Xxxxxxx Xxxxx will use its contacts and expertise to locate a
suitable investor relations firm to represent client and will interact
with the firm to cause to be prepared such packaging and promotional
materials as Xxxxxxx Xxxxx, the investor relations firm and Client deem
necessary.
9. Xxxxxxx Xxxxx will prepare a form 15c2-11 and coordinate its
distribution to the brokerage community at its own expense for the
purpose of establishing a market for the stock and arrange a listing on
the Over the Counter Market.
10. Xxxxxxx Xxxxx agrees to use its expertise and business contacts to
locate a suitable broker relations firm to represent Client. Xxxxxxx
Xxxxx will interact with the broker relations firm for the purpose of
developing market support and/or an underwriter for the Client's
offering.
11. Xxxxxxx Xxxxx agrees interact with the Client's investor relations
firm to assure the continued promotion of Client's stock. This promotion
will be evidenced by the implementation of a financial relations program
created by the IR firm in conjunction with Xxxxxxx Xxxxx and Client.
12. Xxxxxxx Xxxxx agrees to arrange for the inclusion of the Company in
Xxxxx'x company listing services or another comparable service for the
purpose of expanding the marketability of the stock. Xxxxxxx Xxxxx will
obtain the application for the Client and assist the Client in preparing
the applications.
13. Xxxxxxx Xxxxx agrees to provide consulting services on an as needed
basis to Client for a period of 1 year from this Agreement. Xxxxxxx Xxxxx
and will make itself available to render advice to Client concerning but
not limited to shareholder relations, market strategy, broker relations
and additional capitalization and any other subjects as may fall under
the services provided within this contract.
2. RESPONSIBILITIES OF CLIENT
1. Client agrees to provide Xxxxxxx Xxxxx such financial, business
and
other material and information about Client, its products, services,
contracts, litigation, patents, trademarks and other such business
matters which Xxxxxxx Xxxxx may request and which Xxxxxxx Xxxxx
considers to be important and material information for the completion
of this contract.
2. Client agrees to provide Xxxxxxx Xxxxx and/or Client's attorneys
and
accountants all material requested in order to prepare the
registration documents. These materials include but are not limited
to: articles of incorporation and all amendments thereto, by laws of
the corporation, its minutes and resolutions of all shareholders and
board of directors meetings, a copy of the share register showing the
names, addresses and social security number of shareholders and the
dates of issuance and the numbers of shares owned by each
shareholder, the names and addresses of all officers and directors of
the corporation, a resume for each officer and director of the
corporation and audited financial statements providing balance sheets
for the two previous years and Statement of Operations for the three
previous years.
3. Client agrees to provide Xxxxxxx Xxxxx with monthly financial
statements containing Balance Sheets and Profit and Loss statements
utilizing "GAP" accounting until the effective date of the
registration and the Client also agrees to notify Xxxxxxx Xxxxx of
any changes in the status or nature of its business, any litigation,
or any other developments that may require further disclosure in the
registration or other documents.
3. CASH COMPENSATION
Xxxxxxx Xxxxx will receive a total fee of $97,500 for the above services
rendered. Fee does not include any preapproved expenses incurred by
Xxxxxxx Xxxxx. $87,500 of the fees are to be paid from the proceeds of
the offering.
4. CONVERSION TO EQUITY
Xxxxxxx Xxxxx may at its option convert up to $87,500 of its fees into
common stock of Client pursuant to a 504 offering.
5. REPRESENTATIONS BY Xxxxxxx Xxxxx
Xxxxxxx Xxxxx represents warrants and covenants the following:
1. Xxxxxxx Xxxxx will disclose to Client all material facts and
circumstances which may affect its ability to perform its undertaking
herein.
2. Xxxxxxx Xxxxx will cooperate in a prompt and professional manner
with
Client, its attorneys, accountants and agents in the performance of
this Agreement.
6. REPRESENTATIONS OF CLIENT
Client represents warrants and covenants the following:
7. Corporation will cooperate fully with Xxxxxxx Xxxxx in executing the
responsibilities required under this contract so that Xxxxxxx Xxxxx may
fulfill its responsibilities in a timely manner.
8. Client will not circumvent this Agreement either directly or
indirectly nor will it interfere with, impair, delay or cause Xxxxxxx
Xxxxx to perform work not described in this Agreement.
9. Client and each of its subsidiaries is a corporation duly organized
and existing under the laws of its state of incorporation and is in good
standing with the jurisdiction of its incorporation in each state where
it is required to be qualified to do business.
10. Client's articles of incorporation and bylaws delivered pursuant to
this Agreement are true and complete copies of same and have been duly
adopted.
11. Client will cooperate in a prompt and professional manner with
Xxxxxxx Xxxxx, its attorneys, accountants and agents during the
performance of the obligations due under this Agreement.
12. Client represents that no person has acted as a finder or investment
advisor in connection with the transactions contemplated in this letter,
and Client will indemnify Xxxxxxx Xxxxx with respect to any claim for a
finders fee in connection with this Agreement. Client represents that no
officer, director or stockholder of the company is a member of the NASD,
an employee or associated member of the NASD, or an employee or
associated person or member of the NASD. Client represents that is
separately has disclosed to Xxxxxxx Xxxxx all potential conflicts of
interest involving officers, directors, principal stockholders and/or
employees.
7. CONFIDENTIALITY
Xxxxxxx Xxxxx agrees that all information received from Client shall be
treated as confidential information and Xxxxxxx Xxxxx shall not share
such information with any other person or entity, except the SEC,
attorneys and accountants, without the express written consent of Client,
unless such disclosure clearly will not cause damages to Client.
Client agrees not to divulge each and any named source (lending,
institutions, investors, individuals, Brokers, etc.) which have been
introduced by Xxxxxxx Xxxxx for a period of one year from the execution
of this Agreement. Furthermore, Client agrees not to circumvent, either
directly or indirectly, the relationship that each Xxxxxxx Xxxxx has with
said sources.
8. NOTICES
Any notices from either party to the other shall be deemed received on
the date such notice is personally delivered. Any notice sent by fax
transmission shall be deemed received by the other party on the day it
has been transmitted. Any notice sent by mail by either party to the
other shall be deemed received on the third business day after is has
been deposited at a United States Post Office. For purposes of
delivering or sending notice to the parties to this Agreement such
notices shall be delivered or sent as follows:
If notice is delivered to If notice is delivered to
Xxxxxxx Xxxxx. to Client
Little Pond Enterprises Auric Enterprises, Inc.
0000 Xxxxx Xxxxxxx XX Xxx 0000
Xxxxxx, XX 00000 Xxxxxx Xxxx, XX 00000
9. ENTIRE AGREEMENT
Neither party has made any representations to the other which are not
specifically set forth in this Agreement. There are no oral or other
agreements between the parties which have been entered into prior or
contemporaneously with the formation of this Agreement. All oral
promises, agreements, representations, statements and warranties
hereinafter asserted by one party against the other shall be deemed to
have been waived by such party asserting that they were made and this
Agreement shall supersede all prior negotiations, statements
representations, warranties and agreements made or entered into between
the parties to this Agreement.
10. NO ASSIGNMENT
Neither party may assign any benefit due or delegate performance under
this Agreement without the express written consent of the other party.
11. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of South Carolina. It shall also be construed as if the
parties participated equally in its negotiation and drafting. The
Agreement shall not be construed against one party over another party.
Should a dispute arise, both parties agree to submit to binding
arbitration under the guidelines of the American Arbitration Association
or some other mutually agreeable Arbitration Association.
12. WAIVER
The waiver of any provision of this Agreement by either party shall not
de deemed to be a continuing waiver or a waiver of any other provision of
this Agreement by either party.
13. SEVERABILITY
If any provision of this Agreement or any subsequent modifications hereof
are found to be unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue to remain in full force and effect.
14. AUTHORITY TO ENTER INTO AGREEMENT
The individuals signing this Agreement below represent to each other that
they have the authority to bind their respective corporations to the
terms and conditions of this Agreement. The individuals shall not,
however have personal liability by executing this Agreement and sign this
Agreement only in their representative capacities as authorized officers
of the Client and Xxxxxxx Xxxxx respectively.
Dated this of February, 1999 Dated this of February, 1999
Auric Enterprises, Inc.
By /s/ Xxxxxxx Xxxxx By /s/ Xxxxxx Xxxxxxx
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Xxxxxxx Xxxxx Xxxxxx Xxxxxxx, President
