[LOGO GMCR]
Contract for Consulting Services
Direct Response Financial Services, Inc.
March 11, 2005
Xxxxx Xxxx
President & CEO
XXXXXxx.xxx, Inc.
000 Xxxxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
xxxxxxxx@xxxxxxxx.xxx/ (000) 000-0000 / (000) 000-0000 (f)
Contract DRFL rev 03-11-2005
CONSULTING AGREEMENT
Agreement made this 11th day of March, 2005, between Direct Response Financial
Services, Inc. (Client) whose offices are located at 0000 Xxxxxx Xxxx, Xxxxx
000, Xxxxxxxx Xxxxxxx, XX 00000 and XXXXXxx.xxx, Inc. (GMCR) having offices at
000 Xxxxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxx 00000. This agreement supercedes and
existing agreements for consulting services regarding the shareholder
communications of Direct Response Financial Services, Inc. (DRFL):
In consideration of the mutual promises contained in this Agreement, the
contracting parties agree as follows:
Recitals:
CLIENT desires to engage the services of GMCR to perform consulting services
regarding the shareholder communications of Direct Response Financial Services,
Inc. (DRFL).
GMCR desires to consult with the Board of Directors, the Officers of CLIENT, and
certain administrative staff members of CLIENT, and to undertake for the
Corporation consultation as to the operation and management the shareholder
communications of DRFL.
AGREEMENT
Term
1. The respective duties and obligations of the contracting party shall
be for a period of eight weeks commencing on March 28th , 2005 or
thereabouts depending on the exact schedule as determined at the
time compensation is delivered. This Agreement may be terminated by
either party at the end of the Initial Term or any Renewal Term upon
thirty (30) days prior written notice or earlier pursuant to the
provisions set forth below in Section 6 below.
Services Provided by Consultant
2. GMCR will provide consulting services in connection with DRFL's
shareholder communications. At no time shall GMCR provide services
which would require GMCR to be registered or licensed with any
federal or state regulatory body or self-regulating agency. GMCR
will provide such services in the manner GMCR reasonably believes
will accomplish the goals of CLIENT. GMCR agrees to provide fair
disclosure of compensation in any publication or distribution of
information made on CLIENT's behalf in accordance with existing
governmental regulations. GMCR will devote such amount of time and
effort necessary to accomplish the services required. However, there
is no requirement that GMCR devote a certain amount of time or
effort hereunder. During the term of this Agreement, GMCR will
provide certain administrative and management services to CLIENT,
including but not necessarily limited to the following:
(a) Consult with the CLIENT and DRFL as to methods and procedures
to build shareholder base and provide shareholder and investor
communications.
(b) Advise CLIENT and DRFL and provide assistance in development
of shareholder base and shareholder communications;
CLIENT agrees to support GMCR in developing and building the
shareholder base including, but not necessarily limited to the
following:
(1) Providing GMCR with information and news as required to
build and retain the shareholder base.
(2) Providing support as needed for GMCR to fulfill the terms
of the contract as approved by CLIENT.
Compensation
3. Upon execution of this Agreement, GMCR shall be compensated with a
total of 2.5 million non S-8 registered free-trading shares to be
delivered upon execution of this agreement payable by wire transfer
to the account of XXXXXxx.xxx Inc. at the coordinates listed below.
At the receipt of shares, the campaign will be firmly scheduled and
tentatively is set to begin on March 28th 2005 or thereabouts unless
other factors cause this schedule to change. .
SAMCO DTC #0234 account number 00000000 account name XXXXXxx.xxx,
Inc. 0000 Xxxxxxx Xxxx Xxx Xxx Xxxxxx, XX 00000 xxxxxxxxx
000-000-0000
Representations of Corporation
4. (a) CLIENT, upon entering this Agreement, hereby warrants and
guarantees to GMCR that all statements, either written or oral, made
by CLIENT to GMCR are true and accurate, and contain no
misstatements of material fact. CLIENT acknowledges that the
information it delivers to GMCR will be used by the GMCR in
preparing materials regarding the DRFL's business, including but not
necessarily limited to, its financial condition, for dissemination
to the public. Therefore, in accordance with Paragraph 5, below,
CLIENT shall hold harmless GMCR from any and all errors, omissions,
misstatements, negligent or intentional misrepresentations, in
connection with all information furnished by CLIENT to GMCR, in
accordance with and pursuant to the terms and conditions of this
Agreement for whatever purpose or purposes GMCR sees fit to use said
information. CLIENT further represents and warrants that as to all
matters set forth within this Agreement and involving the corporate
business affairs and the sale of securities, CLIENT has had
independent legal counsel and will continue to maintain independent
legal counsel to advise CLIENT, of all matters concerning, but not
necessarily limited to, corporate law, corporate relations, investor
relations, all manners concerning and in connection with DRFL's,
activities regarding the Securities Acts of 1933 and 1934, and state
Blue Sky or Securities laws. GMCR, has no responsibility to obtain
or render legal advice in connection with the sale of securities.
All legal, regulatory or licensing matters as related to the
corporate sale of securities are the responsibility of CLIENT, and
its counsel.
Limited Liability
5. With regard to the services to be performed by GMCR, pursuant to the
terms of this Agreement, GMCR shall not be liable to CLIENT, or to
anyone who may claim any right due to any relationship with CLIENT
or any acts or omissions in the performance of services on the part
of GMCR, or on the part of the agents or employees of GMCR, except
when said acts or omissions of GMCR are due to its willful
misconduct or culpable negligence.
Termination
6. Either party may terminate this Agreement at any time in the event
of a material breach by the other party which remains uncured after
thirty (30) days written notice thereof. The Client may terminate
this contract at any time at his discretion with no further
compensation required.
In the event that this contract is terminated by either party, the
Termination does not relieve CLIENT of the obligation to pay amounts
due and owing to GMCR accrued up to the effective date of
termination, nor prejudice any cause of action or claim of either
party accrued, or to accrue, on account of the breach or default of
the other party.
Notices
7. All notices to be sent pursuant to the terms and conditions of this
Agreement, or other documents under this agreement shall be in
writing and delivered personally, or by certified mail, return
receipt requested, postage pre-paid, addressed to either CLIENT or
GMCR at the address set forth as follow or at such other address as
may be provided to the notifying party:
As to GMCR : GMCR, 000 Xxxxxxxx Xxxxx., Xxxxxx Xxxx, Xx 00000
As to CLIENT: Direct Response Financial Services, Inc
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
Trade Secrets
8. CLIENT, acknowledges and agrees that any confidential information is
proprietary to and a valuable trade secret of GMCR and that any
disclosure or unauthorized use thereof will cause irreparable harm
and loss to GMCR. The parties hereto agree that all such information
conveyed to CLIENT, regarding the operations and services of GMCR
constitutes a trade secret as defined by Florida State. 688.002(4)
and shall be afforded the protections provided by Florida's Uniform
trade Secrets Act or any other applicable laws.
Attorneys' Fees
9. In the event any litigation or controversy, including arbitration,
arises out of or in connection with this Agreement between the
parties hereto, the prevailing party in such litigation, arbitration
or controversy, shall be entitled to recover from the other party or
parties, all reasonable attorneys' fees, expenses and suit costs,
including those associated within the appellate or post judgment
collection proceedings.
Governing Law
10. This Agreement shall be construed under and in accordance with the
laws of the State of Florida, and all obligations of the parties
created under it are performed in Orange County, Florida. In any
controversy arising out of this Agreement, venue for said proceeding
shall be in Orange County, Florida.
Parties Bound
11. This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors,
administrations, legal representatives, successors, and assigns when
permitted by this Agreement.
Legal Construction
12. In case of any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, the invalidity, illegality, or
unenforceability shall not affect any other provision, and this
Agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been contained in it.
Prior Agreements Superseded
13. This Agreement constitutes the sole and only Agreement of the
contracting parties and supersedes any prior understandings or
written or oral agreements between the respective parties. Further,
this Agreement may only be modified or changed by written agreement
signed by all parties hereto.
Multiple Copies or Counterparts of Agreement
14. The original and one or more copies of this Agreement may be
executed by one or more of the parties hereto. In such event, all of
such executed copies shall have the same force and effect as the
executed original, and all of such counterparts taken together shall
have the effect of a fully executed original. Further, this
Agreement may be signed by the parties and copies hereof delivered
to each party by way of facsimile transmission, and such facsimile
copies shall be deemed original copies for all purposes if original
copies of the parties'signatures are not delivered.
Headings
15. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or
intent of this Agreement or effect its provisions.
IN WITNESS WHEREOF, the parties have set their hands and seal as of the date
March 11, 2005
written below.
CONSULTANT: CLIENT:
GMCR Direct Response Financial Services, Inc.
BY: Xxxxx Xxxx BY: Xxxxx Xxxxxxxx
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/s/ Xxxxx Xxxx /s Xxxxx Xxxxxxxx
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Title: President & CEO Title: CEO
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Date: _____/_____/_____ Date:_____/_____/_____
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