CONSULTANT AGREEMENT
THIS CONSULTANT SERVICES AGREEMENT ("Agreement") is made
effective on the 28th day of March, 2000 by XXXX.xxx, Inc., a
Florida corporation (the "Company"), and Marathon Consulting
Services Corporation ("Consultant").
WHEREAS, the Consultant is in the business of assisting
companies in financial advisory, strategic business planning and
investor and public relations services designed to make the
investing public knowledgeable about the benefits of stock
ownership in the company; and
WHEREAS, the consultant may, during the period of time covered
by this agreement, present to the company one or more plans of
public and investor relations to utilize other business entities to
achieve the company's goals of making the investing public
knowledgeable about the benefits of stock ownership in the company.
R E C I T A L S:
The Company wishes to grant the Consultant, and the Consultant
wishes to receive, as full compensation for such consultation
services to the Company, a total of 50,000 Shares of the common
stock of the Company ("Common Stock"), all pursuant to the
provisions set forth herein.
NOW, THEREFORE, in consideration of the sum of twenty ($20.00)
Dollars, and other good and valuable consideration, the premises,
mutual promises, covenants, terms and conditions herein, the
receipt and sufficiency of which are hereby acknowledged by the
parties, and the parties to hereby agree as follows:
1. Grant of Shares. The Company hereby grants to the Consultant
shares of Common Stock (the "Shares") in the company.
2. Share Delivery. Upon execution of this agreement the Company
shall deliver, as soon as practicable, a Certificate
representing the Shares as payable, Rule 144 Restricted Stock
with "piggy back" rights to an S-8 filing. The Consultant
agrees to be bound by the terms and conditions hereof and any
Consultant Services Plan filed with the Securities Exchange
Commission "SEC" in relation hereto.
3. Effective Date, Term and termination.
This agreement shall begin on April 1, 2000 and will continue
for 6 months.
4. Compensation. The Consultant is not entitled to receive cash
compensation from any party in connection herewith. All
Compensation shall be made in the form of "Common Stock" of
the Company, as will be listed and the receipt of the shares
as referenced herein shall constitute full compensation. The
parties agree that the Shares shall be valued at the last
trade at the close of business on the day same bears date.
The Consultant also acknowledges that his employment with the
Company shall be as an "independent contractor" within the
meaning of such as defined by the Internal Revenue Code, and
consultant further acknowledges that he will be solely
responsible for all taxes resulting from his compensation in
connection herewith.
Exhibit 10.12 - Pg. 2
5. Registration of Exemption. Notwithstanding anything to the
contrary contained herein, the Shares may not be issued unless
the Shares are registered pursuant to the Securities Act of
1933, as amended ("Act").
6. Company's Rights. The existence of the Shares and/or this
Plan shall not affect in any way the rights of XXXX.xxx, Inc.
to conduct its normal or any legal business of the Company.
7. Amendments. This Agreement may not be amended unless by the
written consent of the Board of the Company and Consultant.
8. Exclusive. The Consultant agrees that he will not engage any
outside commitments, which will render him unable to comply
fully as anticipated herein with his duties and obligations to
XXXX.xxx, Inc.
9. Good Faith and Fair Dealing. The Consultant will use every
reasonable precaution to ensure that no material facts,
representations or promises are made without reasonable
ability of any party to comply with such. Consultant shall at
all times use every precaution to ensure that a high level of
integrity and security is maintained in carrying out his
duties in connection herewith.
10. Hold Harmless. The Consultant agrees to hold the Company
harmless for any and all liabilities, direct or indirect,
hereafter that may arise from the action(s) or lack thereof,
of the Consultant.
11. Governing Law. This Agreement shall be governed entirely by
the laws of the State of North Carolina. The sole venue for
any action arising hereunder shall be Mecklenburg County,
North Carolina. Consultant hereby consents to and waives
jurisdiction in any other forum.
12. Binding Effect. This Agreement shall be binding upon and for
the benefit of the parties hereto and their respective heirs,
permitted successors, assigns and/or delegates. This
agreement is between Marathon Consulting Corporation and
XXXX.xxx and cannot be reassigned, any changes within this
contract may be subject to XXXX.xxx board of director
approval.
13. Captions. The captions herein are for convenience and shall
not control the interpretation of this Agreement.
Exhibit 10.12 - Pg. 3
14. Cooperation. The parties agree to execute such reasonable
necessary documents in order to carry out the intent and
purpose of this Agreement as set forth herein.
15. Gender and Number. Unless the context otherwise requires,
references in this Agreement in any gender shall be construed
to include all other genders, references in the singular shall
be construed to include the plural, and references in the
plural shall be construed to include the singular.
16. Severability. In the event anyone or more of the provisions
of this Agreement shall be deemed unenforceable by any court
of competent jurisdiction for any reason whatsoever, this
Agreement shall be construed as if such unenforceable
provision was never contained herein.
17. Entire Agreement. This Agreement supersedes, circumvents and
replaces any and all other agreements that may have been
reached, and it shall replace such other agreements whether
written or oral, in their entirety, except as otherwise
provided herein.
18. Multiple Counterparts. This Agreement may be made and
executed in multiple counterparts each being considered an
Original, and the validity of which may not be contested.
19. Collaboration. The Company has agreed to confidentially make
available to the Consultant all "information" necessary to
perform the duties set forth herein. Consultant agrees that
he will not personal for his own use or benefit allow or cause
another to use such information for his personal benefit or
that of another.
NOW WHEREAS in consideration of the foregoing, the parties
having read, and understanding the same, or having had the
opportunity to seek advice on same, the parties do hereby sign, and
affix their seals and agree to be bound by the terms, conditions
and provisions hereof, on the day same bears date.
Xxxx.xxx, Inc. Marathon Consulting Corporation
____________________________ ______/s/Xxxxxxx Hutchinson_______
Xxxxxx X. Richfield Xxxxxxx Xxxxxxxxxx
President and CEO President and CEO
Exhibit 10.12 - Pg. 4
20. Cooperation. The parties agree to execute such reasonable
necessary documents in order to carry out the intent and
purpose of this Agreement as set forth herein.
21. Gender and Number. Unless the context otherwise requires,
references in this Agreement in any gender shall be construed
to include all other genders, references in the singular shall
be construed to include the plural, and references in the
plural shall be construed to include the singular.
22. Severability. In the event anyone or more of the provisions
of this Agreement shall be deemed unenforceable by any court
of competent jurisdiction for any reason whatsoever, this
Agreement shall be construed as if such unenforceable
provision was never contained herein.
23. Entire Agreement. This Agreement supersedes, circumvents and
replaces any and all other agreements that may have been
reached, and it shall replace such other agreements whether
written or oral, in their entirety, except as otherwise
provided herein.
24. Multiple Counterparts. This Agreement may be made and
executed in multiple counterparts each being considered an
Original, and the validity of which may not be contested.
25. Collaboration. The Company has agreed to confidentially make
available to the Consultant all "information" necessary to
perform the duties set forth herein. Consultant agrees that
he will not personal for his own use or benefit allow or cause
another to use such information for his personal benefit or
that of another.
NOW WHEREAS in consideration of the foregoing, the parties
having read, and understanding the same, or having had the
opportunity to seek advice on same, the parties do hereby sign, and
affix their seals and agree to be bound by the terms, conditions
and provisions hereof, on the day same bears date.
Xxxx.xxx, Inc. Marathon Consulting Corporation
__/s/Xxxxxx X. Richfield______ ______________________________
Xxxxxx X. Richfield Xxxxxxx Xxxxxxxxxx
President and CEO President and CEO
