CONSULTING AGREEMENT
CONSULTING
AGREEMENT
(this
"Agreement"),
dated
as of March 15, 2006, by and between NEW
GENERATION HOLDINGS, INC.,
a
corporation organized and existing under the laws of the State of Delaware
(the
"Company")
and
the party set forth on Schedule
I
attached
hereto (the “Consultant”).
WITNESSETH:
WHEREAS,
the
Consultant has provided certain consulting services to the Company in 2005
and
shall continue to do so in 2006; and
WHEREAS,
the
Company desires to engage Consultant to continue providing such consulting
services upon the terms and conditions set forth below and Consultant agrees
to
provide such consulting services upon such terms and conditions.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants and agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
to
be legally bound, hereby agree as follows:
1.
CONSULTING
SERVICES. The
Company hereby engages Consultant to advise the Company regarding strategic
and
alternative financing options, upon the terms and subject to the conditions
set
forth in this Agreement.
2.
TERM.
This
Agreement shall commence as of the date first written above and shall continue
through December 31, 2006. The period during which this Agreement shall be
in
effect as provided herein is referred to as the "Consulting
Term".
3.
REPRESENTATIONS
AND WARRANTIES OF CONSULTANT.
Consultant represents and warrants to the Company that Consultant is free to
provide the services described herein to the Company as contemplated herein
and
has no other written or oral obligations or commitments of any kind or nature
which would in any way interfere with the services to be provided pursuant
to
the terms hereof or the full performance of his obligations hereunder or the
exercise of his best efforts in his services hereunder or which would otherwise
pose any conflict of interest.
4.
CONSULTING
FEES. As
consideration for the consulting services rendered to the Company by the
Consultant, the Company has issued to Consultant a fee (the “Consulting
Fee”)
in the
amount set forth on Schedule
I.
The
Company shall also issue to Consultant, on or before December 31, 2006, shares
and warrants in the Company, or at the Company’s sole option, in the Company’s
wholly-owned subsidiary New Generation Plastic, Inc. (the “Subsidiary”),
in
the amounts set forth on Schedule
I,
provided that the spin-off of the Subsidiary occurs on or before December 31,
2006 as contemplated in the Company’s most recent Form 10-QSB filed with the
Securities and Exchange Commission for the period ending September 30, 2005.
The
Warrants to be issued hereunder shall have an exercise price of $0.35 and shall
be in the form annexed hereto as “Exhibit A”.
2
5.
CONFIDENTIALITY. Consultant
agrees that in performing his duties under this Agreement and by virtue of
the
relationship of trust and confidence between Consultant and the Company,
Consultant may obtain certain proprietary knowledge of operations and products
and other confidential information of the Company which are of a special and
unique nature and value to the Company. Consultant covenants and agrees that
he
will not, at any time, whether during the term of this Agreement or otherwise,
reveal, divulge or make known to any person or entity or use for his own account
or the account of others, any proprietary records, data, plans, trade secrets,
policies, strategies, methods or practices of obtaining or doing business,
computer programs, know-how or knowledge relating to customers, sales,
suppliers, market developments, equipment, processes, products or any other
confidential or proprietary information whatsoever of the Company (the
"Confidential
Information"),
whether or not obtained with knowledge and permission of the Company. Consultant
further covenants and agrees that Consultant shall retain all Confidential
Information which he acquires or develops in trust for the sole benefit of
the
Company and its successors and assigns. The Consultant agrees that a remedy
at
law for any breach of the covenants contained in this Section 5 would be
inadequate and that the Consultant shall be entitled to seek and obtain a
temporary and permanent injunction or an order for specific performance of
such
covenants without the necessity of proving actual damage to the
Company.
6.
LAW
APPLICABLE. This
Agreement shall be governed by and construed pursuant to the laws of the State
of New York, without giving effect to conflicts of laws principles.
3
7.
NOTICES. Any
notices required or permitted to be given pursuant to this Agreement shall
be
sufficient, if in writing and sent by certified or registered mail, return
receipt requested, or overnight courier to the following addresses:
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If
to Consultant:
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To
the Address set forth in Schedule I
|
|
If
to The Company:
|
New
Generation Holdings, Inc.
|
|
000
Xxxx Xxxxxx
00xx
Xx.
|
|
|
Xxx
Xxxx, Xxx Xxxx 00000
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8.
ASSIGNMENT.
This
Agreement may not be assigned by either party without the prior written consent
of the other party. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective permitted assignees and/or
successors in interest.
9.
SEVERABILITY.
If any
provision of this Agreement shall be held to be invalid or unenforceable, and
is
not reformed by a court of competent jurisdiction, such invalidity or
unenforceability shall attach only to such provision and shall not in any way
affect or render invalid or unenforceable any other provision of this Agreement,
and this Agreement shall be carried out as if such invalid or unenforceable
provision were not contained herein.
4
10.
INDEPENDENT
CONTRACTOR.
The
parties agree that the Consultant is an independent contractor for all purposes
and he shall not hold himself out as an agent, servant or employee of the
Company. Consultant acknowledges and agrees that the Company is not responsible
for paying or withholding any taxes associated with Consultant’s engagement
hereunder and Consultant shall pay all taxes in accordance with applicable
law.
Nothing contained herein shall be construed to create any relationship other
than that of an independent contracting relationship.
11.
NO
WAIVER.
A
waiver of any breach or violation of any term, provision or covenant contained
herein shall not be deemed a continuing waiver or a waiver of any future or
past
breach or violation. No oral waiver shall be binding.
12.
COUNTERPARTS.
This
Agreement may be executed in counterparts, each of which shall be an original,
but all of which together shall constitute one and the same instrument and
it
shall not be necessary in making proof of this agreement to account for all
such
counterparts.
5
IN
WITNESS WHEREOF,
the
undersigned have hereunto set their hands to this Agreement on the day and
year
first above written.
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NEW
GENERATION HOLDINGS, INC.
|
|
|
By:
/s/ Jacques
Mot
|
|
|
Name:
Jacques Mot
|
|
|
Title:President
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|
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CONSULTANT
|
|
|
By: /s/
Xxxxxxx Xxxxxx
|
|
|
Name:
Xxxxxxx Xxxxxx
|
|
|
Title:
Independent Director
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6
SCHEDULE
I
|
Consultant
|
Shares
|
Warrants
|
Consulting Fee
|
|
Volarder
Corp. Ltd.
00,
Xxxxxx Xxxx Xxxxx 0
Xxxxxx
XX0X0XX
XX
|
714,847
|
714,847
|
$27,180
|
7
“EXHIBIT
A”
FORM
OF WARRANT
8
