AGREEMENT FOR PROFESSIONAL SERVICES
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AGREEMENT made this _____ day of May, 2000, between AFFILIATED RESOURCES
CORPORATION (ARCX), a Colorado Corporation, residing at 0000 Xxxx Xxx Xxxx.,
Xxxxx 0000, Xxxxxxx, Xxxxx 00000, hereinafter referred to as the Client, and THE
XXXXXX GROUP, INC., a Texas Corporation, whose address is P. O. Xxx 0000,
Xxxxxxxx, Xxxxx 00000, hereinafter referred to as the Consultant.
RECITALS
The Client is a public company traded on the OTC as ARCX, and operates as a
holding company. Its principal place of business is located in Houston, Texas.
The Client is currently engaged in several projects and desires to engage
the services of Consultant to assist in such projects and to render his services
on the terms and conditions provided in this agreement.
The Consultant is in the business of providing consultation for business
purposes and desires to render his professional services for the Client as
provided herein.
THEREFORE, the Client hereby engages the services of the Consultant, and in
consideration of the mutual promises herein contained, the parties agree as
follows:
TERM
1. The terms of this agreement shall be effective on the date of its
execution and will remain in full force and effect for the period of one (1)
year. After the period of one (1) year, the parties have the option to extend
the terms of this agreement for one (1) additional year.
SERVICES
2. The services to be provided are as follows: provide business
consulting services to all operations of Client; negotiate with creditors;
negotiate sales of any companies or assets on Client's behalf; interface with
attorneys in the ongoing litigation between Client, Client's subsidiaries, and
creditors; advise the board of directors on an as-needed basis; advise the
corporate officers on an as-needed basis; negotiate business contracts on behalf
of the Client; assist in developing new business opportunities for Client;
assist in expanding existing operations; provide business strategies to enhance
Client's operations. Client's responsibilities will be to provide any
documents, evidence, etc. in order to comply with any court orders; and to
facilitate any other normal business transaction that may be necessary.
USE OF AGENTS OR ASSISTANTS
3. To the extent reasonably necessary for the Consultant to perform his
duties hereunder, the Consultant shall be authorized to engage the services of
any agents or assistants which he may deem proper, and he may further employ,
engage, or retain the services of such other persons or corporations to aid or
assist him in the proper performance of his duties. The cost of the services of
such agents or assistants shall be borne by the Consultant, but reimbursed to
Consultant by Client upon written notice of costs.
However, should it become necessary for Client to retain specialized
services, the Consultant may select the appropriate personnel upon approval by
the Client. Client will be responsible for the fees and costs of additional
specialists.
FACILITIES
4. Client shall allow Consultant to have access to all pertinent
business records and documents, and Consultant shall have reasonable access to
office space at Client's business when necessary.
FEE
5. For services to be rendered under this agreement, the Consultant
shall be entitled to a fee as follows: 250,000 free-trading common shares of
ARCS to be delivered to Consultant within twenty (20) days of the execution of
this Agreement; 250,000 free-trading option shares at $.10 per share,
irrevocable and with no time limit, and said shares are to be free-trading once
the shares are exercised under this option agreement; an hourly rate of $75.00,
due and payable within thirty (30) days from the date of invoice.
Should the Client require additional services, the fee for any such
additional services shall be negotiated and paid separately.
EXPENSES
6. Consultant will not seek a reimbursement of expenses
under the agreed compensation package with exception to any travel beyond
Lampasas, Texas. Consultant will be responsible for reasonable and customary
expenses. Consultant will be reimbursed for all phone expenses and will be
reimbursed mileage at the rate of $.31 per mile.
WARRANTIES AND REPRESENTATIONS BY CLIENT
7. ARCX warrants and represents that any common shares issued shall be
free-trading, fully registered, and in total compliance with SEC and state
securities laws and regulations.
ARCX warrants and represents that any and all actions or work requested of
Consultant will be in total compliance with all federal and state securities
laws.
ARCX shall make its securities counsel available to Consultant at Client's
expense, to review any matter or to advise Consultant on any securities matter
related to the Client.
ARCX shall make its corporate counsel available to Consultant at Client's
expense, to review any matter or to advise Consultant on any securities matter
related to the Client.
DEVOTION OF TIME
8. The Consultant shall devote such time to the performance of his
duties under this agreement as is reasonably necessary for a satisfactory
performance. Should the Client require additional services not included in this
agreement, the Consultant shall make a reasonable effort to fit such additional
services into his time schedule without decreasing the effectiveness of his
performance of his duties hereunder.
INSURANCE
9. The Consultant shall be an independent contractor and not an
employee of the Client under this agreement and shall maintain a policy of
liability insurance in the minimum amount of $100,000.00 to cover any claims
arising out of the performance of his services under this agreement and shall
further indemnify, save harmless, and defend the Client from any such claims
arising from any act or omission of the Consultant or his agents.
In addition, the Client shall carry a liability insurance policy with a
minimum face value of $100,000.00.
ENTIRE AGREEMENT
10. This agreement supersedes any and all other agreements, either oral
or in writing, between the parties hereto with respect to the subject matter
hereof, and no other agreement, statement, or promise relating to the subject
matter of this agreement which is not contained herein shall be valid or
binding.
APPROVAL OF ACTION
11. Any action taken by Consultant for the benefit of or on behalf of
Client that involves a business transaction such as purchase of property, sale
of property, settlement of lawsuit, execution of legal documents, etc. shall be
subject to the prior approval of Client.
ASSIGNMENT
12. Neither this agreement nor any duties or obligations hereunder
shall be assignable by the Consultant without the prior written consent of the
Client. In the event of an assignment by the Consultant to which the Client has
consented, the assignee or his legal representative shall agree in writing with
the Client to personally assume, perform, and be bound by the covenants,
obligations, and agreements contained herein.
SUCCESSORS AND ASSIGNS
13. Subject to the provision regarding assignment, this agreement shall
be binding on the heirs, executors, administrators, legal representatives,
successors, and assigns of the respective parties.
ATTORNEY'S FEES
14. If any action at law or in equity is brought to enforce or interpret
the provisions of this agreement, the prevailing party shall be entitled to
reasonable attorney's fees in addition to any other relief to which he may be
entitled.
GOVERNING LAW
15. The validity of this agreement and of any of its terms or
provisions, as well as the rights and duties of the parties hereunder, shall be
governed by the laws of the State of Texas and shall be enforceable in the City
of Lampasas.
AMENDMENT
16. This agreement may be amended by the mutual agreement of the parties
hereto in a writing to be attached to and incorporated into this agreement.
LEGAL CONSTRUCTION
17. In case 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, such invalidity, illegality, or unenforceability shall not
affect any other provision thereof and this agreement shall be construed as if
such invalid, illegal, or unenforceable provision had never been contained
herein.
DEFAULT BY PARTY
18. If either party to this agreement defaults or fails to complete an
obligation created by this contract, the other party shall be entitled to
reasonable costs and expenses, including attorney's fees and other necessary
disbursements in addition to any other relief to which the party may be
entitled.
CONFIDENTIALITY
19. Both parties to this contract agree that all terms and conditions
hereto are confidential and shall not be revealed to any other party.
INDEMNIFICATION
20. The Client agrees to indemnify, save harmless, and defend the
Consultant from all liability, loss, damage or injury arising out of or incident
to the performance of this agreement, including, without limitation, all
consequential damages, except for damages arising out of the errors or omissions
of Consultant.
Executed at Lampasas, Texas, on the day and year first above written.
CLIENT CONSULTANT
AFFILIATED RESOURCES THE XXXXXX GROUP, INC.,
CORPORATION (ARCX), a Texas Corporation
a Colorado Corporation
BY: BY:
XXXXX X. XXXXXXX, XXXXXXX X. XXXXXX, President
Chairman and CEO
