EXHIBIT 10.03
CONSULTING AGREEMENT
This Agreement ("Agreement"), made as of the day of June 4, 2001 by and
between KIDS STUFF, INC., a Delaware corporation (the "Company") and PERSIA
CONSULTING GROUP, INC., a New York Corporation (the "Consultant")
WITNESSETH
WHEREAS, the Consultant will provide general consulting services to the
Company in regard to capital markets, corporate finance, investor and public
relations on an non-accountable and non-exclusive basis.
WHEREAS, the Company desires to secure the services of Consultant on the
terms and conditions hereinafter set forth.
AGREEMENT
NOW THEREFORE, in consideration of the premises and the mutual promises,
conditions and covenants herein contained, the parties hereto do hereby agree as
follows:
1. Capital Markets, Corporate Finance, Investor and Public Relations
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Advise and Services on a non-exclusive basis
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1.1 The Company will utilize the Consultant to provide general consulting
services and to advise the Company for a period of twenty four (24) months.
1.2 Consultant's Compensation. The Company shall pay the Consultant
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(a) A cash fee equal to US$48,000 payable over the course of twenty four (24)
months. Beginning November __, 2001 the Company, at its discretion, shall make
twenty four (24) monthly payments of US$2,000.00 or eight (8) quarterly payments
of US$ 6,000.
(b) Upon signing of this agreement ("Agreement") the Company will issue the
Consultant a restricted stock certificate (the "Certificate") in the amount of
five hundred thousand (500,000) shares of the Company's common stock. The
Certificate and the shares, which it represents, shall have demand "piggyback"
registration rights in the first or next registration statement prepared and
filed by the Company, subsequent to the date of this Agreement. In the event
that the Company does not file a registration statement or fails to include
these shares in a prepared registration statement, then the Certificate shall
fall under Rule 144 of the Securities and Exchange Commission Act of 1933. The
Certificate shall be delivered to the Consultant within seven (7) business days
of the signing of this Agreement. The Certificate shall be in name to be
determined u the Consultant and delivered to the following address:
Persia Consulting Group, Inc.
Attention: Xxxxx Xxxxxxxx
00 Xxxx 00xx Xxxxxx, Xxxxx 0X
Xxx Xxxx, XX 00000
(000) 000-0000
2. Miscellaneous
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2.1 Benefit This Agreement is made solely for the benefit of the Consultant and
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the Company, their respective officers and directors and any controlling person
referred to in Section 15 of the Act and their respective successors and
assigns, no other person may acquire or have any right under or by any virtue of
this Agreement including, without limitation, the holders of any Securities. The
term "successor" and the terms "Successor and assigns" as used in this Agreement
shall not include any purchasers as such of any of the securities.
2.2 Governing Law The validity, interpretation and construction of this
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Agreement will be governed by the la3ws of the State of New York. The parties
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further agree that any action between them shall be heard in New York County,
New York and express consent to the jurisdiction and venue of the Supreme Court
of New York, and the United States District Court for the Southern District of
New York for the adjudication of any civil action asserted pursuant to this
paragraph.
2.3 Counterparts This Agreement may be executed in any number of counterparts,
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each of which may be deemed an original and all of which together will
constitute one and the same instrument.
2.4 Confidential Information All confidential financial or business information
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(except publicly available or freely usable material otherwise obtained from
another source) respecting either party will be used solely by the other party
in connection with the within transactions, be revealed only to employees or
contractors of such other party who are necessary to the conduct of such
transactions, and be otherwise held in strict confidence.
2.5 Financial Advisors The parties acknowledge that the Company has or may
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retain financial and other advisors in connection with this transaction or other
business matters (the "Advisors) and the Company agrees to indemnify and hold
the Consultant harmless for any fee and expenses of the Advisors.
2.6 Hold Harmless The Company recognizes that the Consultant shall use its best
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efforts to advise and service the Company with regard to the Company's need. The
Company also recognizes that the Consultant is working in a "best efforts" basis
and therefore no guarantees, representations or promises may be made as to
performance and indemnify the Consultant from any legal proceedings against the
Consultant by the Company or any of its management, shareholders or other
entities with regard to the Agreement, services and advise performed by the
Consultant.
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be
executed as of the day and year first written above.
"THE COMPANY"
KIDS STUFF, INC.
By:
Name: Xxxxxxx Xxxxxx
Title: Chairman and Chief Executive Officer
"THE CONSULTANT"
PERSIA CONSULTING GTOUP, INC.
By:
Name: Xxxxx Xxxxxxxx
Title: President and Chief Executive Officer
