CONSULTING AGREEMENT
THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is entered into
and effective as of November 6, 2001 by and between Xxxxxx Xxxxxxx, of 0000
Xxxxx 000xx Xxxxxx, Xxxxxxx, XX 00000 (the "Consultant"), and Green Fusion
Corporation, a Corporation ("Green Fusion").
1. RECITAL
This Agreement is entered into with reference to and in contemplation of
the following facts, circumstances and representations:
1.1 Green Fusion desires to engage the services of the Consultant to assist
it with respect to business development.
1.2 The Consultant desires to provide such business development services to
Green Fusion as a contractor and pursuant to the terms and conditions set forth
herein.
1.3 This Agreement is in addition to and does not replace a Consulting
Agreement dated August 15, 2001 between the two parties.
2. NATURE AND EXTENT OF CONSULTING SERVICES
2.1 Term of Agreement This Agreement shall be for a term of 3 months and
-------------------
shall terminate on February 6, 2002.
2.2 Duties of Consultant During the term of this Agreement, Consultant
----------------------
shall provide advice to undertake for and consult with Green Fusion concerning
the expansion of new Brussels Chocolates locations in the Seattle area. More
specifically, the Consultant will undertake at the specific request of Green
Fusion to research possible locations for Brussels Chocolates retail stores and
to analyze potential competition in these areas.
2.3 Devotion to DutyConsultant agrees to devote such time as is reasonable
------------------
on an "as needed" basis with respect to the subject business development
services. Consultant is free to represent or perform services for other
clients, provided it does not interfere with the duties contained in this
Agreement.
2.4 Duties of Green Fusion Green Fusion shall provide Consultant, on a
-------------------------
regular and timely basis, with all approved data and information about it, its
subsidiaries, its management, its products and services and its operations as
shall be reasonably requested by Consultant, and shall advise Consultant of any
facts which would affect the accuracy of any data and information previously
supplied pursuant to this paragraph.
2
2.5 Compensation In consideration of entering into this Agreement, Green
------------
Fusion shall issue to Consultant a total of 325,000 shares of Green Fusion's
common stock which shares are fully paid upon the execution hereof and the
binding of the Consultant to the obligations herein.
2.6 Nondisclosure of Information Consultant agrees that it will not at any
----------------------------
time, in any fashion, form or manner, either directly or indirectly, divulge,
disclose or communicate to any person, firm or corporation, in any manner
whatsoever, any information of any kind, nature or description concerning any
matters affecting or relating to the business of Green Fusion.
2.7 Assignment of Agreement Due to the personal nature of the services to
-------------------------
be rendered by the Consultant, this Agreement may not be assigned by the
Consultant without the prior written consent of Green Fusion.
2.8 Prohibited Activities Consulting services provided under this
----------------------
agreement shall not include:
- services in connection with the offer or sale of securities in a
capital-raising transaction;
- services that directly or indirectly promote or maintain a market for the
securities of Green Fusion including without limitation the dissemination of
information that reasonably may be expected to sustain or raise or otherwise
influence the price of the securities;
- services providing investor relations or shareholder communications;
- consultation on mergers that take a private company public;
- consultation in connection with financing that involves any securities
issuance, whether equity or debt.
3. CO-OPERATION, ARBITRATION, INTERPRETATION, MODIFICATION AND ATTORNEY FEES
3.1 Co-operation of Parties The parties further agree that they will do all
-----------------------
things necessary to accomplish and facilitate the purpose of this Agreement and
that they will sign and execute any and all documents necessary to bring about
and prefect the purposes of this Agreement.
3.2 Arbitration The parties hereby submit all controversies, claims, and
-----------
matters of difference arising out of this Agreement to arbitration in the
Province of BritishColumbia, according to the rules and practices of the
Canadian Arbitration Association. This submission and agreement to arbitrate
shall be specifically enforceable. The Agreement shall further be governed by
the laws of British Columbia.
3.3 Interpretation of Agreement The parties agree that should any provision
---------------------------
of this Agreement be found to be ambiguous in any way, such ambiguity shall not
be
3
resolved by construing such provisions or any part of or the entire
Agreement in favour of or against any party herein, but rather by construing the
terms of this Agreement fairly and reasonably in accordance with their generally
accepted meaning.
3.4 Modification of Agreement This Agreement may be amended or modified in
--------------------------
any way and at any time by an instrument in writing, signed by each of the
parties hereto, stating the manner in which it is amended or modified. Any such
writing amending or modifying of this Agreement shall be attached to and kept
with this Agreement.
3.5 Legal Fees If any legal action or any arbitration or other proceeding
-----------
is brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with any of the
provisions of the Agreement, the successful or prevailing party shall be
entitled to recover reasonable legal fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it may be
entitled.
3.6 Entire Agreement This Agreement constitutes the entire Agreement and
-----------------
understanding of the parties hereto with respect to the matters herein set
forth, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
cancelled by this Agreement.
3.7 Counterparts This Agreement may be signed in one or more counterparts.
------------
3.8 Facsimile Transmission Signatures A signature received pursuant to a
-----------------------------------
facsimile transmission shall be sufficient to bind a party to this Agreement.
4
DATED this 6th day of November, 2001.
/s/ L. Xxxx Xxxxxxx /s/ Xxxxxx Xxxxxxx
-------------------------------- -------------------
L. Xxxx Xxxxxxx, President Xxxxxx Xxxxxxx
Green Fusion Corporation
