CONSULTING AGREEMENT
THIS AGREEMENT is entered into by and between XXXXXXXXX CAPITAL LLC ("THC")
and/or ("CONSULTANT"), and Trey Resources, Inc. (OTC Bulletin Board. TYRIA)
("COMPANY") and sets forth the terms and conditions for services to be rendered
by Consultant on behalf of COMPANY.
1. SERVICES OF THE CONSULTANT
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CONSULTANT will advise and assist The COMPANY in developing an effective
business strategy to increase shareholder value and to assist and advise in the
formulation and implementation of management directives.
These services include, but are not limited to, the following:
o Advice, as appropriate, in identifying potential investors.
o Advice, as appropriate, in identifying potential financing sources for
the COMPANY
o Advice, as appropriate, in the negotiation and structuring of
potential mergers and acquisitions.
o Advice, as appropriate, in the structure of proposed financing or
investment transactions.
o Assistance, as appropriate, in negotiating the terms of any investment
or financing transaction.
o Introductions, as appropriate, to various financial institutions.
o Advice, as appropriate, in the formulation, structure and
implementation of various management programs intended to achieve
targeted corporate objectives
2. CONSULTINS FEES:
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CONSULTANT is prepared to commence its consultancy immediately upon execution of
the consulting agreement.
For the consulting services to be rendered during the term of this Agreement the
COMPANY shall cause to be issued and/or assigned to CONSULTANT 3,000,000
warrants in the Company at an exercise price of $0.015 per share, The warrants
will have a seven year maturity and have piggy back registration rights. Any
filing of a registration statement subsequent to the signing of this agreement
will include all warrants to be issued during the
CONSULTING AGREEMENT
term of this contract COMPANY agrees to a cashless exercise of the above
warrants and to reserve a sufficient amount of stock to cover the exercise of
the warrants.
3. ADDITIONAL TERMS:
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a. This Agreement will commence with the signing of this Agreement, and
will continue for a period of twelve (12) months, and may be extended
thereafter on terms to be mutually agreed to by both parties pursuant
to a written agreerrtent.
b. CONSULTANT'S relationship with COMPANY shall be that of an independent
contractor and not that of an employee. CONSULTANT will not be
eligible for any employee benefits, nor will COMPANY make deductions
from the consulting fees for taxes, insurance, bonds or any other
subscription of any kind, which shall be CONSULTANT'S sole
responsibility. CONSULTANT will use its best efforts in performing the
services under this Agreement, within the scope of work specified in
this Agreement.
c. CONSULTANT is not a registered broker-dealer and will not provide the
services of a brokeredealer. If it is necessary to utilize the
services of a registered broker-dealer, any fees and/or costs of such
broker-dealer shall be borne by COMPANY.
d. Confidentiality AND non-disclosure. COMPANY, their officers,
directors, employees and/or agents, understand that CONSULTANT
considers its investors, lenders and compensation arrangements to be
confidential and proprietary, and agrees not to disclose any such
information to any person or firm outside of COMPANY without prior
written consent from CONSULTANT, except as required by law. COMPANY'S
obligations under this paragraph shall survive termination of this
Agreement for a period of twelve (12) months.
e. CONSULTANT shall keep in confidence and shall not disclose or make
available to third parties or make any use of any information or
documents relating to the products, methods of manufacture, trade
secrets, processes, business or affairs or confidential or proprietary
information of COMPANY (other than information in the public domain),
except with the prior written consent of
Consulting Agreerrient
e. (con't)
COMPANY. Upon termination of this Agreement CONSULTANT will, upon
request by COMPANY, return all documents, and other materials related
to the services provided hereunder furnished to CONSULTANT by COMPANY.
CONSULTANT'S obligations under this paragraph shall survive
termination of this Agreement.
f. CONSULTANT and COMPANY further agree to indemnify and hold each other,
its agents, employees, officers, directors, and members, harmless from
and against any and all losses, claims or damages. including any legal
or other expenses reasonably incurred, in connection with defending
against any litigation, whether commenced or threatened, to which
either COMPANY or CONSULTANT may become subject, arising from the
services performed or to be performed pursuant to this Agreement,
including but not limited to claims under any state or federal
statute, by any state or federal regulatory agency, caused by, or
arising out of any service under this Agreement. The parties hereto
agree that an indemnifying party shall not, without prior written
consent of the indemnified party, settle any pending or threatened
clarm or proceeding related to or arising out of the this agreement or
any actual or proposed transactions or other conduct in connection
therewith (whether or not any indemnified PARTY is A party to such
claim or proceeding) unless such settlement includes a provision
unconditionally releasing the indemnified party from, and holding all
such persons harmless against, all liability in respect of claims by
any releasing party related to or arising out of the engagement or any
transactions or conduct in connection herewith. The indemnifying party
hereunder will also promptly reimburse the indemnified party for all
expenses (including counsel fees and expenses) as they are incurred by
such indemnified party in connection with investigating, preparing
for, defending, or providing evidence in, any pending or threatened
claim or proceeding related to or arising out of the engagement or any
actual or proposed transaction hereunder or other conduct in
connection THEREWITH OR otherwise in respect of which indemnification
or contribution may be sought hereunder (whether or not an indemnified
party is a party to such claim or proceeding) or in enforcing this
agreement.
g. If the foregoing indemnity is unavailable to any indemnified party for
any reason, parties hereunder will contribute to any losses related to
or arising out of this agreement or any transaction or conduct in
connection herewith as follows. With respect to such losses referred
to in the preceding paragraph, each party hereunder shall contribute
in such proportion as is appropriate to reflect the relative benefits
received (or anticipated to be received) by the parties hereunder from
the services received hereunder, and or the actual or proposed
transaction arising in connection with this Agreement.
h. Notwithstanding the foregoing neither PARTY shall be liable in any
such case to the extent that any loss or damage is found to have
resulted from the other party's gross negligence, intentional
misrepresentation or violation of any statute or regulation.
Consulting Agreement
i. In the event that any controversy or claim arises out of this
Agreement, the parties hereto shall negotiate in good faith to resolve
such controversy or claim. If the parties through negotiation cannot
settle such controversy or claim, such controversy or claim shall be
settled by binding arbitration. During the arbitration, both parties
shall continue to perform their obligations under this Agreement
unless the Agreement has been terminated. In addition to any other
recovery, the prevailing party shall be entitled to recover its
reasonable attorneys' fees and costs thereby incurred.
j. If any provision of this Agreement is held to be invalid or
unenforceable to any extent in any context, it shall nevertheless be
enforced to the fullest extent allowed BY LAW in that and other
contexts, and the validity and force of the remainder of this
Agreement shall not BE affected thereby. Further, a waiver of the
non-performance of any provision of this Agreement must be in writing
and shall apply only to the particular non-performance involved and
shalt not constitute an amendment, change or modification of this
Agreement or apply to any other performance requirement.
k. This agreement shall inure to the benefit of and be binding on the
respective parties hereto and the respective executors,
administrators, successors and assigns
i. if accepted by COMPANY and CONSULTANT below, this Agreement shall
constitute a binding agreement between COMPANY and CONSULTANT. This
Agreement reflects the entire agreement between COMPANY and
CONSULTANT, and the terms herein shalt not be modified except by a
written amendment signed by the parties hereto. The signatories below
acknowledge that they have the necessary authority of their respective
parties, including board approval, if required, to enter into this
Agreement.
m. This Agreement shall be governed by, and construed in accordance with.
the laws of the State of New Jersey,
AGREED AND ACCEPTED
Trey Resources, Inc.
By: /s/ Xxxx Rofkin By: /s/ Xxxx X. Xxxxxx
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Print Name: Xxxx Rofkin
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Title: Managing Director Chief Executive Officer
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