EXHIBIT 10.29
CONSULTING AGREEMENT
AGREEMENT made as of the 25th day of April, 2003 by and between Health
Express USA, Inc., maintaining its principal offices at 0000 Xxxx Xxxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxxxx Xxxxx, XX 00000 (hereinafter referred to as "Client")
and Xxxxxxxx Xxxxx maintaining his principal offices at 000 Xxxxxx Xx, Xxxxx, XX
00000 (hereinafter referred as "Xx. Xxxxx").
W I T N ES S E T H:
WHEREAS, Xx. Xxxxx is engaged in the business of management consulting
services and has knowledge, expertise and personnel to render the requisite
services to Client; and
WHEREAS, Client is desirous of retaining Xx. Xxxxx for the purpose of
obtaining these services so as to better, more fully and more effectively deal
more effectively in the corporate development arena. NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and agreements
contained herein, it is agreed as follows:
I. Engagement of Xx. Xxxxx. Client herewith engages Xx. Xxxxx
and Xx. Xxxxx agrees to render to Client consulting services which would include
evaluating various business strategies and recommending changes where
appropriate and also critically evaluate the Client's performance in view of its
corporate planning and business objectives. This would also include evaluation
of upper management.
A. The consulting services to be provided by the Xx. Xxxxx
shall include, but are not limited to, the development, implementation and
maintenance of a sound corporate development strategy which would include:
1. Corporate Planning--(a) develop an in-depth familiarization with
the Client's business objectives and bring to its attention potential or actual
opportunities which meet those objectives or logical extensions thereof, (b)
alert the Client to new or emerging high potential forms of production and
distribution which could either be acquired or developed internally, (c) comment
on the Client's corporate development including such factors as position in
competitive environment, financial performances vs. competition, strategies,
operational viability, etc., (d) assist the Client in franchise planning and
development, and (e) identify prospective suitable merger or acquisition
candidates for the Client, perform appropriate diligence investigations with
respect thereto, advise the Client with respect to the desirability of pursuing
such candidates, and assist the Client in any negotiations which may ensue
therefrom.
B. The services to be rendered by Xx. Xxxxx to the Client shall
under NO circumstances include the following:
1. Any activities which could be deemed by the Securities and
Exchange Commission to constitute investment banking or any other activities
required by Xx. Xxxxx to be registered as a broker-dealer under the Securities
Act of 1934.
2. Any activities which could be deemed to be in connection
with the offer or sale of securities in a capital-raising transaction.
C. Client acknowledges that Xx. Xxxxx will devote such time
as is reasonably necessary to perform the services for Client, having due regard
for Xx. Xxxxx'x commitments and obligations to other businesses for which it
performs consulting services.
II. Compensation and Expense Reimbursement.
A. Client will pay Xx. Xxxxx, as compensation for the
services provided for in this Agreement and as reimbursement for expenses
incurred by Xx. Xxxxx on Client's behalf, in the manner set forth in Schedule A
annexed to this Agreement which Schedule is incorporated herein by reference.
B. In addition to the compensation and expense reimbursement
referred to in Section 2(A) above, Xx. Xxxxx shall be entitled to receive from
Client a "Transaction Fee", as a result of any Transaction (as described below)
between Client and any other company, entity, person, group or persons or other
party which is introduced to, or put in contact with, Client by Xx. Xxxxx, or by
which Client has been introduced to, or has been put in contact with, by Xx.
Xxxxx. A "Transaction" shall mean merger, consolidation or other similar
transaction or series or combination of transactions whereby Client or such
other party transfer to the other, or both transfer to a third entity or person,
or any interest in its business in exchange for cash or other valuable property
or rights, or wherein they make a contribution of capital or services to a joint
venture, commonly owned enterprise or business opportunity with the other for
purposes of future business operations and opportunities. To be a Transaction
covered by this section, the transaction must occur during the term of this
Agreement. The calculation of a Transaction Fee shall be based upon the total
value of the consideration, business, assets or other value given, paid,
transferred or contributed by, or to, the Client and shall equal 10% of the
dollar value of the Transaction. Such fee shall be paid by certified funds at
the closing of the Transaction.
Term and Termination. This Agreement shall be for a period of one year
commencing April 25, 2003 and terminating April 25, 2004. Either party hereto
shall have the right to terminate this Agreement upon 30 days prior written
notice to the other party.
Treatment of Confidential Information. Xx. Xxxxx shall not disclose,
without the consent of Client, any financial and business information concerning
the business, affairs, plans and programs of Client which are delivered by
Client to Xx. Xxxxx in connection with Xx. Xxxxx'x services hereunder, provided
such information is plainly and prominently marked in writing by Client as being
confidential (the "Confidential Information"). The Xx. Xxxxx will not be bound
by the foregoing limitation in the event (i) the Confidential Information is
otherwise disseminated and becomes public information or (ii) the Xx. Xxxxx is
required to disclose the Confidential Informational pursuant to a subpoena or
other judicial order.
Representation by Xx. Xxxxx of other clients. Client acknowledges and
consents to Xx. Xxxxx rendering management consulting services to other clients
of the Xx. Xxxxx engaged in the same or similar business as that of Client.
Indemnification by Client as to Information Provided to Xx. Xxxxx.
Client acknowledges that Xx. Xxxxx, in the performance of its duties, will be
required to rely upon the accuracy and completeness of information supplied to
it by Client's officers, directors, agents and/or employees. Client agrees to
indemnify, hold harmless and defend Xx. Xxxxx, its officers, agents and/or
employees from any proceeding or suit which arises out of or is due to the
inaccuracy or incompleteness of any material or information supplied by Client
to Xx. Xxxxx.
Independent Contractor. It is expressly agreed that Xx. Xxxxx is
acting as an independent contractor in performing its services hereunder. Client
shall carry no workers compensation insurance or any health or accident
insurance on Xx. Xxxxx or consultant's employees. Client shall not pay any
contributions to social security, unemployment insurance, Federal or state
withholding taxes nor provide any other contributions or benefits which might be
customary in an employer-employee relationship.
Non-Assignment. This Agreement shall not be assigned by either party
without the written consent of the other party.
Notices. Any notice to be given by either party to the other hereunder
shall be sufficient if in writing and sent by registered or certified mail,
return receipt requested, addressed to such party at the address specified on
the first page of this Agreement or such other address as either party may have
given to the other in writing.
Entire Agreement. The within agreement contains the entire agreement
and understanding between the parties and supersedes all prior negotiations,
agreements and discussions concerning the subject matter hereof.
Modification and Waiver. This Agreement may not be altered or modified
except by writing signed by each of the respective parties hereof. No breach or
violation of this Agreement shall be waived except in writing executed by the
party granting such waiver.
Law to Govern; Forum for Disputes. This Agreement shall be governed by
the laws of the Commonwealth of Massachusetts without giving effect to the
principle of conflict of laws. Each party acknowledges to the other that courts
within the City of Boston, Massachusetts shall be the sole and exclusive forum
to adjudicate any disputes arising under this agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
By: /s/ XXXXXXXX XXXXX
---------------------------------
Xxxxxxxx Xxxxx
Health Express USA, Inc.
By: /s/ XXXXXXX XXXXX
---------------------------------
Xxxxxxx Xxxxx, CEO
By: /s/ XXXXX X'XXXXXX
---------------------------------
Xxxxx X'Xxxxxx, COO
SCHEDULE A-1 PAYMENT FOR SERVICES AND REIMBURSEMENT OF EXPENSES.
SCHEDULE A-1
PAYMENT FOR SERVICES
AND REIMBURSEMENT OF EXPENSES
A. For the services to be rendered and performed by Xx. Xxxxx during
the term of the Agreement, Client shall pay to Xx. Xxxxx 200,000 shares.
B. Client shall also reimburse Xx. Xxxxx for all reasonable and
necessary out-of-pocket expenses incurred in the performance of its duties for
Client upon presentation of statements setting forth in reasonable detail the
amount of such expenses. Xx. Xxxxx shall not incur any expense for any single
item in excess of $250 either verbally or written except upon the prior approval
of the Client. Xx. Xxxxx agrees that any travel, entertainment or other expense
which it may incur and which may be referable to more than one of its clients
(including Client) will be prorated among the clients for whom such expense has
been incurred.
By: /s/ XXXXXXXX XXXXX
---------------------------------
Xxxxxxxx Xxxxx
Health Express USA, Inc.
By: /s/ XXXXXXX XXXXX
---------------------------------
Xxxxxxx Xxxxx, CEO
By: /s/ XXXXX X'XXXXXX
---------------------------------
Xxxxx X'Xxxxxx, COO
