EXHIBIT 99.20
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective
the 15th day of April, 2004 by and between Funding Enterprises , Inc. (the
"Consultant"), whose principal place of business is 000 X. Xxxxxx Xxx.,
Xxxxxxxx, XX 00000 and Elite Flight Solutions, Inc.. (the "Client"), whose
principal place of business is Xxxxxx X-0, 0000 X. Xxxxxxx Xxxxx, Xxxxxxxx, XX
00000.
WHEREAS, Consultant is in the business of providing services for management
consulting, business advisory, shareholder information and public relations; and
WHEREAS, the Client deems it to be in its best interest to retain Consultant to
render to the Client such services as may be needed; and
WHEREAS, Consultant is ready, willing and able to render such consulting and
advisory services to Client.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth
in this Agreement, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. CONSULTING SERVICES. The Client hereby retains the Consultant as an
independent consultant to the Client and the Consultant hereby accepts and
agrees to such retention. The services provided by the Consultant are:
disseminate a two page "Highlighter" by means of "Targeted" E-Mail and
operate a marketing campaign.
It is acknowledged and agreed by the Client that Consultant carries no
professional licenses, and is not rendering legal advice or performing
accounting services, nor acting as an investment advisor or
brokerage/dealer within the meaning of the applicable state and federal
securities laws. The services of Consultant shall not be exclusive nor
shall Consultant be required to render any specific number of hours or
assign specific personnel to the Client or its projects.
2. INDEPENDENT CONTRACTOR. Consultant agrees to perform its consulting duties
hereto as an independent contractor. Nothing contained herein shall be
considered to as creating an employer-employee relationship between the
parties to this Agreement. The Client shall not make social security,
worker's compensation or unemployment insurance payments on behalf of
Consultant. The parties hereto acknowledge and agree that Consultant
cannot guarantee the results or effectiveness of any of the services
rendered or to be rendered by Consultant. Rather, Consultant shall conduct
its operations and provide its services in a professional manner and in
accordance with good industry practice. Consultant will use its best
efforts and does not promise results.
3. TIME, PLACE AND MANNER OF PERFORMANCE. The Consultant shall be available
for advice and counsel to the officers and directors of the Client as such
reasonable and convenient times and places as may be mutually agreed upon.
Except as aforesaid, the time, place and manner of performance of the
services hereunder, including the amount of time to be allocated by the
Consultant to any specific service, shall be determined at the sole
discretion of the Consultant.
4. TERM OF AGREEMENT. The term of this Agreement shall be three (3) months,
commencing on the date of this Agreement, subject to prior termination as
hereinafter provided.
5. COMPENSATION. In providing the foregoing services, Consultant shall be
responsible for all costs incurred except the Client will be responsible
for mailing out due diligence requests. Client shall issue 16,000,000
shares of Client's common stock (the "Stock Consideration") to Consultant
upon signing of this agreement. Client agrees to include the Stock
Consideration in a registration statement to be filed with the appropriate
regulatory agencies in order to register the Stock Consideration for sale.
All fees may also be paid in cash by the Client referring to the price of
the offer or ask the day payment is due. For purposes of this paragraph,
the dollar value of any shares given for compensation shall be the closing
price of the Client's common stock as traded in the over-the-counter
market and quoted on the OTC Bulletin Board on the trading day immediately
preceding the compensation due date. The client warrants, represents and
agrees that the shares were not issued under SEC Form S-8.
6. CLIENT'S REPRESENTATIONS. The Client represents that it is in compliance
with all applicable Securities and Exchange Commission reporting and
accounting requirements and all applicable requirements of the NASD or any
stock exchange. The Client further represents that it has not been and is
not the subject of any enforcement proceeding or injunction by the
Securities and Exchange Commission or any state securities agency.
7. TERMINATION.
(a) Consultant's relationship with the Client hereunder may be terminated
for any reason whatsoever, at any time, by either party, upon three (3)
days written prior notice.
(b) This Agreement shall automatically terminate upon the dissolution,
bankruptcy or insolvency of the Client or Consultant.
(c) This Agreement may be terminated by either party upon giving written
notice to the other party if the other party is in default hereunder and
such default is not cured within fifteen (15) days of receipt of written
notice of such default.
(d) Consultant and Client shall have the right and discretion to terminate
this Agreement should the other party in performing their duties
hereunder, violate any law, ordinance, permit or regulation of any
governmental entity, except for violations which either singularly or in
the aggregate do not have or will not have a material adverse effect on
the operations of the Client.
(e) In the event of any termination hereunder all shares or funds paid to
the Consultant through the date of termination shall be fully earned and
non-refundable and the parties shall have no further responsibilities to
each other except that the Client shall be responsible to make any and all
payments if any, due to the Consultant through the date of the termination
and the Consultant shall be responsible to comply with the provisions of
Section 9 hereof.
8. WORK PRODUCT. It is agreed that all information and materials produced for
the Client shall be the property of the Consultant, free and clear of all
claims thereto by the Client, and the Client shall retain no claim of
authorship therein.
9. CONFIDENTIALITY. The Consultant recognizes and acknowledges that it has
and will have access to certain confidential information of the Client and
its affiliates that are valuable, special and unique assets and property
of the Client and such affiliates. The Consultant will not, during the
term of this Agreement, disclose, without the prior written consent or
authorization of the Client, any of such information to any person, for
any reason or purpose whatsoever. In this regard, the Client agrees that
such authorization or consent to disclose may be conditioned upon the
disclosure being made pursuant to a secrecy agreement, protective order,
provision of statute, rule, regulation or procedure under which the
confidentiality of the information is maintained in the hands of the
person to whom the information is to be disclosed or in compliance with
the terms of a judicial order or administrative process.
10. CONFLICT OF INTEREST. The Consultant shall be free to perform services for
other persons. The Consultant will notify the Client of its performance of
consultant services for any other person, which could conflict with its
obligations under the Agreement. Upon receiving such notice, the Client
may terminate this Agreement or consent to the Consultant's outside
consulting activities; failure to terminate, this Agreement within seven
(7) business days of receipt of written notice of conflict shall
constitute the Client's ongoing consent to the Consultant's outside
consulting services.
11. DISCLAIMER OF RESPONSIBILITY FOR ACT OF THE CLIENT. In no event shall
Consultant be required by this Agreement to represent or make management
decisions for the Client. Consultant shall under no circumstances be
liable for any expense incurred or loss suffered by the Client as a
consequence of such decisions, made by the Client or any affiliates or
subsidiaries of the Client.
12. INDEMNIFICATION.
(a) The Client shall protect, defend, indemnify and hold Consultant and
its assigns and attorneys, accountants, employees, officers and director
harmless from and against all losses, liabilities, damages, judgments,
claims, counterclaims, demands, actions, proceedings, costs and expenses
(including reasonable attorneys' fees) of every kind and character
resulting from, relating to or arising out of (a) the inaccuracy,
non-fulfillment or breach of any representation, warranty, covenant or
agreement made by the Client herein, or (b) negligent or willful
misconduct, occurring during the term thereof with respect to any of the
decisions made by the Client (c) a violation of state or federal
securities laws.
(b) The Consultant shall protect, defend, indemnify and hold Client and
its assigns and attorneys, accountants, employees, officers and director
harmless from and against all losses, liabilities, damages, judgments,
claims, counterclaims, demands, actions, proceedings, costs and expenses
(including reasonable attorneys' fees) of every kind and character
resulting from, relating to or arising out of (a) the inaccuracy,
non-fulfillment or breach of any representation, warranty, covenant or
agreement made by the Consultant herein, or (b) negligent or willful
misconduct, occurring during the term thereof with respect to any of the
decisions made by the Consultant (c) a violation of state or federal
securities laws.
13. NOTICES. Any notices required or permitted to be given under this
Agreement shall be sufficient if in writing and delivered or sent by
registered or certified mail, or by Federal Express or other recognized
overnight courier to the principal office of each party.
14. WAIVER OF BREACH. Any waiver by either party or a breach of any provision
of this Agreement by the other party shall not operate or be construed as
a waiver of any subsequent breach by any party.
15. ASSIGNMENT. This Agreement and the right and obligations of the Consultant
hereunder shall not be assignable without the written consent of the
Client.
16. APPLICABLE LAW. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special
proceedings hereunder be construed in accordance with and under and
pursuant to the laws of the State of Florida and that in any action,
special proceeding or other proceedings that may be brought arising out
of, in connection with or by reason of this Agreement, the law of the
State of Florida shall be applicable and shall govern to the exclusion of
the law of any other forum, without regard to the jurisdiction on which
any action or special proceeding may be instituted.
17. SEVERABILITY. All agreements and covenants contained herein are severable,
and in the event any of them shall be held to be invalid by any competent
court, this Agreement shall be interpreted as if such invalid agreements
or covenants were not contained herein.
18. ENTIRE AGREEMENT. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all
other or prior understandings, agreements and negotiations between the
parties.
19. WAIVER AND MODIFICATION. Any waiver, alteration, or modification of any of
the provisions of this Agreement shall be valid only if made in writing
and signed by the parties hereto. Each party hereto, may waive any of its
rights hereunder without affecting a waiver with respect to any subsequent
occurrences or transactions hereof.
20. BINDING ARBITRATION. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association under its Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof. The arbitration
shall be conducted in Miami-Dade County, Florida.
21. COUNTERPARTS AND FACSIMILE SIGNATURE. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed
an original, but all of which taken together shall constitute one and the
same instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of this Agreement by
such party. Such facsimile copies shall constitute enforceable original
documents.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement, effective as of the date set forth above.
CONSULTANT:
Funding Enterprises, Inc.
By: /s/ Xxxx Xxxxxxxxxx DATE: April 15, 2004
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Xxxx Xxxxxxxxxx, Managing Partner
CLIENT:
Elite Flight Solutions, Inc.
By: /s/ Xxxxxxxx Xxxxxx DATE: April 15, 2004
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Xxxxxxxx Xxxxxx, President
